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Invest in Private Businesses & Private Placements with Retirement Funds

Invest in Private Businesses & Private Placements with Retirement Funds

IRA Financial’s Self-Directed IRA and Solo 401(k) allows you to use your retirement funds to invest in all types of private business, such as private business or private placement investments directly from your mobile device or PC securely, and cost effectively. You no longer need a third-party IRA custodian involved in every aspect of your investment transaction. Make private placement investments on your own directly from a mobile device or PC with IRA Financial’s app. Additionally, rollover, deposit, or transfer funds between your investment and IRA seamlessly and without delay.

What is a Private Placement?

A private placement is an investment opportunity that is not available to the general public. It is only offered to a selected group of people, typically high net worth individuals or institutional investors. This type of investment generally offers a higher rate of return than what is available to the average investor.

Private placements are usually reserved for companies with a long-standing reputation and proven track record. This implies that securities offered through the private placement market carry less risk than those available to retail investors through crowdfunding platforms.

Private placement pros and cons

The benefits of private placements include:

  • Assured returns – Private placements offer a fixed return, which can be appealing to investors who are looking for stability.
  • Reduced risk – Private placements are considered less risky than investments available to the general public because they are only offered to a limited number of people.

However, private placements also have some drawbacks:

  • Lack of liquidity – These types of securities can be difficult for investors to sell. It may take several weeks or months to fetch an acceptable price for them on the market.
  • Upper investment thresholds – Private placements require investors to have a significant amount of funds available for investment.

While private businesses and private placements are a common investment held in retirement accounts, many Self-Directed Custodians do not allow you to invest in private placements or businesses. Instead, some will limit you to purchasing precious metals or cryptocurrencies. IRA Financial believes in investment diversity and the right to invest in what you know. We offer a wide range of investments that Self-Directed account holders can pursue.

Learn More: Alternative Investments with Retirement Funds

Why Invest in Private Businesses or Private Placements

In order to grow a company and raise additional funds, many large companies go the initial public offering (IPO) route. An alternative way to raise capital for a small private business is known as a private placement. A private placement involves the sale of securities or membership interests to a relatively small number of select investors. Investors targeted include wealthy accredited investors, large banks, and pension funds. A private placement is different from a public issue in which securities are made available for sale on the open market to any type of investor.

Private placements can be used for a range of purposes. A company may utilize a private placement to raise capital for its business.

The SEC regulates how securities are sold to the public through the Securities Act of 1933. If a company wants to issue stocks or bonds to the public, it must register with the SEC and sell the security using a prospectus.

Regulation D of the 1933 Act provides a registration exemption for private placement offerings. Regulation D allows an issuer to sell securities to a targeted group of accredited investors that meet specified requirements. Instead of a prospectus, private placements are sold using a private placement memorandum (PPM) and cannot be broadly marketed to the general public.

Private placements are a popular way for companies to raise funds for a number of reasons. The private placement regulations allow an issuer to avoid the time and expense of registering with the SEC. The process of underwriting the security is faster, which allows the issuer to receive proceeds from the sale in less time. If an issuer is selling a bond, it can also avoid the time and expense to get a credit rating from a bond agency. A private placement issuer can sell a more complex security to accredited investors who understand the potential risks and rewards, and the firm can remain a privately-owned company, which avoids the need to file annual disclosures with the SEC.

What is an Accredited Investor?

An accredited investor is a person (or business entity) who can deal in securities that may not be registered with financial authorities. They are entitled to such privileged access if they satisfy one (or more) requirements regarding income, net worth, asset size, governance status or professional experience. Accredited investors include natural high net worth individuals, banks, insurance companies, brokers and trusts.

To be an accredited investor, a person must have an annual income exceeding $200,000, or $300,000 for joint income, for the last two years with expectation of earning the same or higher income in the current year. An individual must have earned income above the thresholds either alone or with a spouse over the last two years. The income test cannot be satisfied by showing one year of an individual’s income and the next two years of joint income with a spouse. The exception to this rule is when a person is married within the period of conducting a test.

A person is also considered an accredited investor if he has a net worth exceeding $1 million, either individually or jointly with his spouse. The SEC also considers a person to be an accredited investor if he is a general partner, executive officer, director or a related combination thereof for the issuer of unregistered securities.

An entity is an accredited investor if it is a private business development company or an organization with assets exceeding $5 million. Also, if an entity consists of equity owners who are accredited investors, the entity itself is an accredited investor. However, an organization cannot be formed with a sole purpose of purchasing specific securities.

The following Private Placement investments have been popular with our self-directed IRA clients:

  • Direct start-up investment
  • Investment into private unicorn companies
  • Investments into small cap public companies
  • Crowdfunding type investments

Related: Most Popular Alternative Investments

Why do I Need a Self-Directed IRA to Invest in Private Placements?

Unfortunately, none of the major financial institutions will allow you to use IRA plan funds to invest in private placements or essentially anything outside of Wall Street. The reason for this is simple: banks do not make money when you invest in non-traditional equities, such as private equity or venture capital investments. They make money when you buy stock, mutual funds, and other financial products they market. As a result, a large number of individuals are turning to a Self-Directed IRA to invest in private placements.

How to Use Retirement Funds to Invest in Private Placements

A Self-Directed IRA and Solo 401(k) plan are IRS-approved structures that allows one to use his or her retirement funds to make investment fund investments tax-free and without custodian consent. Investing in private placements and private businesses with retirement funds has never been easier. You can begin investing after completing a few simple steps:

  1. Establish the Self-Directed IRA or Solo 401(k) with IRA Financial Trust & Capital One online though our mobile app.
  2. Fund your account.
    1. Your IRA can be rolled over to IRA Financial tax free directly from our app.
    2. You can schedule transfers directly from your bank. While some will want to rollover their existing IRAs or 401(k)s, others can benefit from funding their new retirement account directly from their existing bank account.
  3. The assets will be transferred to a new Self-Directed IRA plan checking account with Capital One Bank. Your assigned specialists will help you open a self-directed plan account with Capital One seamlessly and with no wire fees or minimum balance requirement. The process is quick, easy, and cost-effective.

IRA Financial’s app for private business investments/private placements allows you to eliminate the delays associated with an IRA custodian, enabling you to act quickly when the right investment opportunity presents itself. In addition, with the IRA structure, all income and gains from IRA investments will generally flow back to your IRA tax free.

*Before investing in private placements, it is important to decide what type of retirement account you would like to open. For example, do you want tax deferred or tax free? Should you open a Self-Directed IRA, Self-Directed IRA LLC, or a Solo 401(k)?

Learn More: Types of Self-Directed IRAs

Tax Advantages

The advantage of using retirement funds to invest into private placement investments is that, in general, all the income and gains generated by the investment would not be subject to any tax or penalty. Instead of paying tax on the returns associated with the private placement, tax is paid at a later date, leaving the investment to grow unhindered. Using a Self-Directed IRA to make a private placement investment is tax advantageous because the tax on the interest payments can be deferred in the case of a pretax IRA or exempted permanently in the case of a Roth IRA.

In addition, self-directed IRA investments are made when a person is earning higher income and is taxed at a higher tax rate. Withdrawals are made from an investment account when a person is earning little or no income and is taxed at a lower rate.

Unrelated Business Taxable Income

Almost every retirement account investment that generates passive income will not be subject to Unrelated Business Taxable Income (UBTI or UBIT) or Unrelated Debt Finance Income (UDFI) Tax.

The UBTI tax is only triggered if:

  • Retirement account uses margin to buy stock
  • Retirement account invests in an active business through a pass-through entity, such as an LLC

The UDFI tax is triggered if:

  • An IRA uses a nonrecourse loan (real estate acquisition financing to purchase real estate)
  • Exemption for 401(k) plans
    • IRC 514(c)(9)

The UBTI & UDFI Trigger the Same Tax Rate

The UBTI and UDFI trigger the same tax rate, which is a maximum of 37% for 2024. Therefore, if you plan to make private placement investments using a self-directed IRA and the underlying investment will not involve an investment into a business operated via a pass-through entity, such as an LLC, will have debt or margin, the UBTI tax rules will likely not be triggered.

The good news is that your IRA Financial assigned specialists will help you understand the potential application of the UBTI/UDFI tax rules and potentially reduce or eliminate it.

With a Checkbook IRA, you will have the power to act quickly on a potential investment opportunity. When you find an investment that you want to make with your IRA funds, as manager of the Checkbook IRA LLC, simply write a check or wire the funds straight from your Self-Directed IRA LLC bank account. The Checkbook IRA for private business investments/private placements allows you to eliminate the delays associated with an IRA custodian, enabling you to act quickly when the right investment opportunity presents itself.

Additionally, with the Checkbook IRA structure, all income and gains from IRA investments will generally flow back to your IRA LLC tax-free. Because an LLC is treated as a pass-through entity for federal income tax purposes and the IRA, as the member of the LLC, is a tax-exempt party pursuant to Internal Revenue Code Section 408, all income and gains of the IRA LLC will flow-through to the IRA tax-free!

You will be assigned to an IRA Financial specialist who will help you understand the potential application of the UBTI/UDFI tax rules and potentially reduce or eliminate it.

Getting Started

We’re here to help. Contact IRA Financial directly at 800-472-1043. Alternatively, if you’re ready to start, you can download our app directly from your phone. If you run into questions after downloading the app, you can always chat with us directly thru the app or call us directly.


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