Legal Disclosures

Golden State Capital Management is a real estate investment sponsor. We are not, by virtue of this website, acting as a broker-dealer, funding portal, registered investment adviser, bank, or immigration adviser. Any licenses or registrations that may apply to a particular offering or affiliate will be described in that offering's documents—not implied by marketing copy.

Securities, when offered, are offered only pursuant to applicable exemptions from registration (including, where relevant, Regulation D under the U.S. Securities Act of 1933) and only to persons who qualify as accredited investors or under another lawful category, in jurisdictions where the offering may legally be made.

Information on this site may be accessible from places where we do not offer securities. Access from a given country does not mean offerings are available there. We may refuse to provide materials, hold meetings, or accept subscriptions where doing so would be unlawful or inconsistent with an exemption.

Whether an offering permits general solicitation is determined solely by that offering's documents and counsel. Public project listings, projected returns, and "invest" calls-to-action on this site are informational invitations to learn more and, where eligible, to begin a privately documented process. They are not a prospectus.

Mexican securities, trust, and foreign-investment rules may impose additional limits on how interests in Mexican assets are offered or held. Those limits, if any, are addressed in the relevant Offering Documents—not in this summary.

The Platform may include projected ROI, estimated timelines, occupancy, sale prices, construction progress, and similar figures. These are forward-looking statements based on assumptions that may prove wrong. Actual results can differ materially.

Labels such as "illustrative estimate," "projected," or "not a guarantee" mean what they say. We undertake no duty to update projections on the website after they are posted, except as we choose or as Offering Documents require for investors in a specific deal.

Completed-deal highlights, "track record" figures, amounts distributed, counts of deals, and statements about historical profitability are historical illustrations. They may be rounded, selectively summarized, or presented on a basis that differs from how a future offering will report results.

Past performance is not indicative of future results and does not guarantee similar outcomes. A statement that completed deals were profitable, if shown, does not mean any current or future project will be profitable or that you will receive any distribution.

Comparisons to public markets, indices, or "traditional portfolios" are illustrative only and are not a recommendation to allocate capital in any particular way.

Private offerings on this Platform are generally limited to accredited investors under U.S. federal securities laws (for example, income or net-worth tests under Rule 501 of Regulation D) or to persons who meet a local equivalent where we lawfully offer.

You must review the definition that applies to the specific offering. Our online self-certification and document review are platform access controls. They are not a legal opinion that you are accredited, that an investment is suitable, or that a regulator has approved you.

Minimum investments vary by project and are disclosed before you are asked to commit. Stated marketing minimums (including figures that may appear on the home page) can change and do not amend Offering Documents.

Each opportunity is typically held through a dedicated legal entity, trust, or similar vehicle described in that project's Offering Documents. You are generally a passive participant. You should not expect to manage daily operations or to have control comparable to direct ownership of titled real estate.

Website summaries of waterfalls, fees, promote, reserves, and "aligned compensation" are incomplete. Economics, voting, transfer restrictions, capital calls (if any), and what happens in a delay or default are governed only by the Offering Documents.

Trust or fund-level language on the site describes our model in plain terms. It does not create fiduciary duties beyond those that exist under the governing agreements and applicable law.

Real estate investing, including development, repositioning, and cross-border projects, involves substantial risk. You may lose some or all of your capital. Risks include, among others:

• Loss of principal and no guaranteed return. Distributions are not guaranteed. There is no assurance of profit, of return of capital, or of any particular IRR, equity multiple, or cash-on-cash yield.
• Illiquidity. Interests are typically restricted securities. There is no public market. You should not expect to sell or redeem on demand. Cash-out requests on the Platform, if offered, are operational requests only and may be denied.
• Development and construction risk. Entitlements, permitting, labor, materials, contractors, weather, and inspections can delay or increase cost. Delays can extend the time your capital is outstanding.
• Market, interest-rate, and exit risk. Sale prices, rents, occupancy, and buyer or lender appetite can change. A planned "build to sell" or flip exit may not occur on the modeled timeline or price.
• Leverage. If a project uses debt, lenders have priority. Default can result in foreclosure or loss of equity.
• Concentration. A single-project investment is not a diversified portfolio. One asset can dominate your outcome.
• Key-person and operator risk. Outcomes depend on sponsors, operators, and third parties. Illness, disputes, or underperformance can impair results.
• Conflicts. Sponsors and affiliates may earn fees, promote, or other compensation, and may have interests in related entities. Those arrangements are disclosed in Offering Documents.
• Currency and cross-border risk. USD/MXN movements, repatriation, banking delays, and dual-jurisdiction legal systems can affect timing and net proceeds.
• Mexico-specific legal and title risk. Land use, notarial practice, agrarian or coastal restrictions, enforcement of judgments, tax, and political or regulatory change can affect Mexican assets. U.S. legal protections do not automatically apply in the same way abroad.
• Tax risk. Treatment of income, withholding, FIRPTA, Mexican tax, and information reporting can be complex and can change. You may owe tax on allocations even if cash is not distributed.
• Insurance and casualty. Coverage may be incomplete, delayed, or disputed. Uninsured losses can occur.
• Environmental and physical risk. Contamination, natural disasters, and construction defects can reduce value.
• Cyber and operational risk. Portal figures, emails, and documents can be delayed, inaccurate, or targeted by fraud. Treat unexpected wire instructions as suspicious.
• Regulatory risk. Securities, lending, zoning, and cross-border rules can change and can limit how we operate or how you hold an interest.

This list is not complete. Offering Documents contain additional risk factors that you must read before investing.

Strategies described as California, Mexico, US-to-Mexico, or Mexico-to-US involve legal, tax, banking, and operational complexity in more than one country. Bilingual support and documentation parity are operational goals; they do not eliminate those risks or make a project "the same" in both legal systems.

You are responsible for determining whether you may lawfully invest, hold, and receive proceeds, and for your own tax filings in every relevant country. Golden State does not provide tax or legal advice.

Tax reporting forms (for example, Schedule K-1 or local equivalents) are made available according to the structure of each investment and applicable rules. Timing can vary by project and tax year.

Nothing on the Platform is tax advice. Treatment depends on your facts. Consult your own tax adviser before investing, especially if you are a non-U.S. person, a U.S. person investing in Mexican assets, or you hold interests through an entity.

FAQs, calls, emails, WhatsApp messages, dashboards, and website copy are general information. They are not a recommendation that any security or project is suitable for you. Suitability depends on your entire financial situation, which we do not manage as an adviser unless a separate written advisory relationship exists (it does not arise from use of this website).

Real estate investments do not, by themselves, confer visa status. Eligibility for any investor, treaty, or residency program is determined by government authorities under rules that change. Consult a licensed immigration attorney. Do not rely on our team for immigration strategy.

We communicate through channels listed on our Contact page, the investor portal, and email from our domain. We do not solicit investments through unsolicited social-media direct messages.

We do not send bank wire instructions by email or display them in the app. Instructions are shared only on a call or in person. If you receive a message asking you to wire funds—especially with changed beneficiary details—do not send money. Call us using a number published on our Contact page.

Opening WhatsApp from the Platform does not schedule a meeting by itself and does not confirm an investment.

Market statistics, index names, photographs, maps, and progress images may come from third parties or may be illustrative. Construction photos show a moment in time and may not reflect current conditions. We do not warrant third-party data.

If anything on this website, in an email, or on a call conflicts with the Offering Documents for an investment you make, the Offering Documents control. You should not invest unless you have read those documents, had the opportunity to ask questions, and obtained independent advice you consider necessary.

Golden State Capital Management, 401 B Street, Suite 1850, San Diego, CA 92101, United States. investors@goldenstatecap.com. +1 (619) 769-4155. Related pages: Terms of Service, Privacy Policy, Aviso de Privacidad, Cookie Policy.