Is it legal to issue units to non accredited investors in a California LLC?

It could be legal if the facts regarding the landlord are correct. I would want to make a thorough record, including signatures and representations by the landlord in order to make sure the units for the landlord would be exempt from federal and state registration requirements. Reg D is a safe harbor, but it is not the only way for units to be exempt from registration. If you can make a strong case that these non-voting units are not part of any public offering and are being offered privately and only in this state, you should be able to warn off any disgruntled investor trying to get his money back from the promoters by arguing that the offereing was not exempt and since it was not registered the investors are entitled to back out and get their money back. I would be able to help you work this out with your landlord and the appropriate documentation to protect you. Dana Sack www.sackrosendin.com 510-286-2200