Frequently Asked Questions

Villa Bit Capital is a USA–EU and UK–EU real estate investment structure focused on premium Croatian coastal development projects.

The structure allows eligible investors to participate through:

• U.S.-based LLC investment vehicles for U.S. accredited investors only
• UK-based LLP investment vehicles for eligible investors from other nations, except U.S. citizens.

Both structures are designed to give investors economic exposure to EU-based Croatian real estate development opportunities without directly buying or managing the property themselves.

The structure combines:

• U.S. Delaware LLC investment frameworks
• UK LLP partnership-type investment frameworks
• EU-based Croatian real estate development
• cumulative preferred returns
• rental income participation
• property exit participation

The approach is designed to simplify international real estate exposure while maintaining asset-backed investment structures, strong corporate law, low administration, and elegant participation through partnership-type vehicles.

Villa Bit Capital uses different structures for different investor groups.

U.S. accredited investors may participate through U.S.-based LLC structures

Eligible non-U.S. investors may participate through UK-based LLP structures, except U.S. citizens

This gives Villa Bit Capital a flexible international structure while keeping U.S. investor participation separated from non-U.S. investor participation

Croatia is part of the European Union and benefits from:

• EU-level legal protections
• strong tourism demand
• limited premium coastal land supply
• stable ownership systems
• long-term Mediterranean tourism growth

Villa Bit Capital focuses specifically on premium near-sea tourist locations with limited future construction availability.

No.

Villa Bit Capital specifically structures real estate exposure using traditional legal and financial tools without blockchain ownership structures or crypto-type transactions.

The focus is on premium Croatian coastal tourism real estate, including villas and branded rental-management projects located in high-demand Adriatic tourist destinations.

Participation is intended for:

• U.S. accredited investors
• qualified purchasers
• institutional participants
• professional investors
• eligible non-U.S. private participants
• and other legally eligible participants depending on jurisdiction and offering structure

U.S. investors are expected to participate only through the U.S. LLC structure if they qualify as accredited investors.

Eligible investors from other nations may participate through a UK LLP structure, except U.S. citizens.

Yes.

For U.S. offerings under Regulation D Rule 506(c), accredited investor verification is required before participation in applicable offerings.

This applies to U.S. investors participating through the U.S.-based LLC structure.

Yes, but not through the same U.S. accredited-investor offering structure.

Non-accredited investors may directly purchase Croatian real estate through local ownership structures and participate through branded rental management arrangements operated by Villa Bit Capital.

Eligible non-U.S. investors may also be reviewed for possible participation through UK-based LLP structures, depending on their jurisdiction, investor status, and applicable laws.

VILLA BIT CAPITAL may use different legal participation structures depending on investor jurisdiction and applicable securities laws.

USA-based investors may participate through:

• USA Delaware LLC structures
• private placement investment offerings
• and exemptions available under Regulation D — Rule 506(c) of the U.S. Securities Act of 1933

In applicable offerings, participation may be limited only to independently verified accredited investors under Rule 501 of Regulation D.

These investors generally participate economically through LLC/project financing structures connected to Croatian real estate development projects.

Non-USA investors may alternatively participate through:

• UK-based LLP investment vehicles
• direct Croatian company ownership structures, such as d.o.o.
• direct Croatian real estate acquisition
• branded rental-management agreements
• or other international ownership structures

The UK LLP structure is intended for eligible investors from other nations, except U.S. citizens.

These structures may operate separately from any USA LLC securities offering structure and may not involve pooled participation in U.S.-based securities offerings.

This separation allows VILLA BIT CAPITAL to structure participation differently depending on investor jurisdiction, applicable laws, and project structure.

No.

The UK LLP structure is intended for eligible non-U.S. investors from other nations, except U.S. citizens.

U.S. citizens and U.S. persons should generally be reviewed under the U.S. LLC / accredited-investor framework.

Yes.

A USA-based non-accredited investor may establish a Croatian company, called a d.o.o., which then becomes the legal owner of the Croatian property.

This is separate from the Villa Bit Capital U.S. LLC investment offering structure.

The U.S. structure generally follows this model:

INVESTOR → USA LLC → Croatian Development Company, d.o.o. → Real Estate Development Project

The USA LLC finances the Croatian project company, while the Croatian company manages land acquisition, construction, operations, and local compliance.

The UK structure generally follows this model:

INVESTOR → UK LLP → Croatian Development Company, d.o.o. → Real Estate Development Project

The UK LLP is used as a partnership-type investment vehicle for eligible non-U.S. investors, except U.S. citizens.

The LLP participates in the Croatian real estate development company or project structure, while the Croatian company manages land acquisition, construction, operations, and local compliance.

No.

Investors generally participate economically through the LLC, LLP, or project financing structure rather than holding direct Croatian property titles individually.

The Croatian real estate is owned or controlled through the Croatian development company or related local ownership structure.

Villa Bit Capital describes these financing and participation structures as more elegant, more scalable, and potentially more administratively efficient for international real estate exposure compared to direct individual ownership.

These structures allow eligible investors to participate in Croatian real estate development without directly buying, managing, or operating the property themselves.

Yes.

Each individual development project is generally organized under a separate investment structure.

For U.S. accredited investors, this may be a separate USA Delaware LLC.

For eligible non-U.S. investors, this may be a separate UK LLP or other suitable non-U.S. structure.

Both the U.S. LLC and UK LLP can be used as partnership-type structures.

The main advantage is that the company itself is generally not treated as the final tax-paying layer in the same way as a normal corporation.

Instead, tax treatment is generally passed through to the investor's own local jurisdiction, depending on the investor's residence, status, and applicable tax rules.

Investors are offered a:

10% cumulative preferred return annually on invested capital during the project development cycle.

This applies according to the official project documents and the specific investment structure used.

The preferred return accrues during the development and construction period and is generally paid once the real estate project is fully completed, refinanced, sold, or otherwise monetized according to the official project structure.

Yes.

If a completed property remains in rental operation instead of immediate sale, investors may receive:

50% participation in net rental profits after expenses and obligations.

Typical deductions may include:

• operating expenses
• maintenance
• taxes
• management expenses
• financing obligations
• reserves
• and other project-level costs

Yes.

After repayment of principal and payment of accrued preferred returns, investors may additionally receive:

25% participation in remaining distributable project profits at exit.

If projects are monetized gradually instead of through a full sale at once:

• investors receive proportional distributions progressively
• rental participation adjusts dynamically
• and capital exposure gradually decreases over time

The target economic logic may be similar, but the exact rights, obligations, distribution waterfall, tax treatment, and investor protections depend on the official documents for each structure.

U.S. LLC investors follow the U.S. LLC operating documents.

UK LLP investors follow the UK LLP partnership documents.

A Capital Call is a request for part of an investor's previously committed investment amount.

Instead of requiring all committed funds immediately, Villa Bit Capital may request funding step by step as actual project costs become clearer during the development process.

Real estate development projects rarely have one exact final cost from the first day.

Construction costs, permits, infrastructure, engineering services, and other project expenses can change during development. Capital Calls allow funding to remain aligned with actual project needs.

The minimum investment amount is USD 30,000.

Investors who commit only the minimum investment amount generally fund that amount during the initial funding round.

Not necessarily.

An investor may define the maximum amount they are willing to invest in a project. The project may then request only a portion of that amount initially and request additional funding later through Capital Calls if required.

Yes.

A single villa project may use one USA LLC for eligible U.S. investors and one UK LLP for eligible non-U.S. investors.

This allows investors from different jurisdictions to participate through separate legal structures while investing in the same underlying villa project.

Ownership percentages may be used for legal, accounting, and management purposes inside the LLC or LLP structure.

However, the primary economic reference is the actual amount of capital contributed by each investor together with the applicable project return structure.

No.

Investors are passive participants.

The development company and project managers handle land acquisition, construction, permits, operations, compliance, and project execution. Investors participate economically according to the applicable project documentation.

The structure describes:

• a 1% annual Asset Management Fee
• and a 1% Ownership Transfer Fee if LLC or LLP ownership interests are transferred before project exit

Villa Bit Capital states that it does not charge:

• acquisition fees
• disposition fees
• or financing coordination fees commonly seen in some U.S. real estate investment structures

They may be different.

A UK LLP has its own registration, accounting, reporting, tax, compliance, and administration requirements.

The exact cost structure depends on the selected LLP setup, number of investors, reporting obligations, and professional service providers involved.

U.S. offerings may rely on:

Regulation D — Rule 506(c) of the U.S. Securities Act of 1933.

This applies to U.S.-based LLC offerings for U.S. accredited investors.

No, the UK LLP structure is intended to operate separately from U.S. LLC securities offering structures.

It is designed for eligible non-U.S. investors, except U.S. citizens.

However, legal review is required for every jurisdiction because local securities, tax, financial promotion, and investment rules may still apply.

The great advantage of using U.S. LLC and UK LLP structures is that both countries have strong, globally recognized corporate law systems.

These structures can provide elegant control, clear operating documents, investor rights, defined participation rules, and a professional legal framework without forcing every investor to directly own or manage Croatian real estate.

Elegant control means that the investor relationship, project rights, distribution rules, transfer rules, voting logic, management authority, and exit mechanics can be organized inside one clear partnership-type legal structure.

Instead of every investor having to deal directly with Croatian property ownership, local administration, construction management, rental operations, or day-to-day decisions, the structure can centralize control through the U.S. LLC or UK LLP documents.

Low administration is important because most international investors do not want to personally manage Croatian company paperwork, construction operations, rental management, local compliance, tax filings, suppliers, or property maintenance.

The goal of the structure is to allow investors to participate economically in the project while the professional operating side manages the development and local execution.

A simple tax structure is important because international real estate investment can become complicated when several companies and countries are involved.

The U.S. LLC and UK LLP are intended to work as partnership-type structures where, in many cases, tax is not paid at the vehicle level itself, but passes through to the local country where each investor lives and pays tax.

In many normal corporate structures, the company may pay tax first at the company level.

Later, when profits are distributed as dividends, the private investor may be taxed again personally.

The U.S. LLC and UK LLP partnership-style approach is designed to avoid or reduce this classic double-tax effect, because profits can generally pass through to the investor's own tax residence instead of being taxed first as corporate profit and then again as dividends.

No.

It means that the U.S. LLC or UK LLP may generally not be taxed as a normal corporation at the vehicle level.

The investor may still have tax obligations in their own country of residence, depending on local law, personal tax status, tax treaties, reporting rules, and the final structure used.

Even if the investor pays tax in their own country, the structure can still be attractive because the investor may mainly face one local tax layer instead of a more complex double-tax structure.

In simple terms, the idea is that the project vehicle does not first take a full corporate tax layer before the investor receives their economic result. Instead, tax treatment passes through to the investor's own local jurisdiction, where their personal tax situation is handled directly.

U.S. LLCs and UK LLPs are commonly used as partnership-type structures.

In many cases, the entity itself is not taxed like a normal corporation at the entity level.

Instead, tax treatment generally passes through to the investors or members, who then report income in their own local country of tax residence.

This can help avoid the classic double-tax structure where a corporation pays tax first, and then the private person pays tax again when dividends are distributed.

No.

It does not mean investors pay no tax.

It means the LLC or LLP structure may reduce or remove tax at the company-vehicle level, while tax may still be payable by the investor in their own country of residence.

Every investor must obtain their own independent tax advice.

No.

The materials explicitly state that the website content does not constitute:

• a public securities offering
• legal advice
• tax advice
• investment advice
• or a guarantee of returns

Yes.

Any participation requires official offering documents such as:

• Private Placement Memorandums, PPMs
• Subscription Agreements
• Operating Agreements
• LLP Agreements
• project financing agreements
• and related legal documentation

No.

The disclosures state that neither the SEC nor state regulators have approved or endorsed the offering.

For UK LLP structures, no statement should be understood as approval by any UK or foreign regulator unless expressly confirmed in official legal documentation.

Yes.

Every investor should review the structure with independent legal, tax, and financial advisors in their own country of residence before participating.

This is especially important because U.S. LLC, UK LLP, Croatian company, and investor-country tax rules may interact differently depending on the investor's personal situation.