How Much Can You Raise Under Rule 506(b) or 506(c)? No Cap, but Real Limits
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There is no dollar cap on a Rule 506 offering. Rule 506(b) and Rule 506(c) both let a sponsor raise any amount, which is why almost every apartment syndication uses one of them. The limits that do bind are about people and practice: Rule 506(b) allows no more than 35 buyers who are not accredited, a company with more than $10 million in assets must register under the Exchange Act once it has 2,000 holders of record (or 500 who are not accredited), and the real ceiling for most deals is how much equity the property needs and how many accredited investors are ready to commit. Compare Rule 504, capped at $10 million in 12 months, and Regulation A Tier 2, capped at $75 million.
This post is part of our guide to real estate syndication. For the choice between the two, see 506(b) vs 506(c). For the investor count, see how many investors a syndication can have.
The exemptions compared by size
| Exemption | Dollar limit | Who can invest |
|---|---|---|
| Rule 506(b) | None | Unlimited accredited investors, up to 35 buyers who are not accredited |
| Rule 506(c) | None | Accredited investors only, each verified |
| Rule 504 | $10 million in 12 months | Anyone, subject to state rules |
| Regulation A Tier 1 | $20 million in 12 months | Anyone, state review required |
| Regulation A Tier 2 | $75 million in 12 months | Anyone, with investment limits for some buyers |
Sources: Rule 506, Rule 504 and Rule 251 at Cornell's LII. See Rule 504 for a small raise and Regulation A+.
What actually limits a 506 raise?
1. The buyer count in 506(b)
Rule 506(b)(2)(i) limits buyers who are not accredited to 35, and Rule 502(b) then requires them to get disclosure close to a registered offering, including financial statements. Many sponsors take only accredited investors even in 506(b) to avoid that. The number of accredited investors has no limit. See Rule 502(b) disclosure.
2. The Exchange Act holder line
A company with a class of equity held by enough people may have to register with the SEC and file reports. Rule 12g-1 says an issuer need not register if, on the last day of its fiscal year, it had total assets of $10 million or less, or the class was "held of record by fewer than 2,000 persons and fewer than 500 of those persons were not accredited investors." A single apartment deal rarely comes close to 2,000 holders, but a sponsor who pools many small investors into one entity should know where the line is.
3. The Investment Company Act
Funds that invest in securities watch the 100 holder limit of Section 3(c)(1). A syndication that owns real estate directly usually relies on the real estate exclusion instead. See the Investment Company Act and syndications.
4. Your own deal terms
Investor minimums, per investor caps, and the number of classes all shape the raise. A high minimum means fewer, larger checks; a low minimum means more investors to onboard and more K-1s. See minimum investment amounts.
5. The deal itself
The raise is the equity gap: purchase price plus closing costs, fees and reserves, minus the loan. A $6 million building with a 70% loan needs roughly $1.8 million of equity for the price alone, plus closing costs and reserves. Raising more than the deal needs creates idle cash and a lower return on every dollar. See sources and uses.
6. How many accredited investors say yes
For most first deals, the true ceiling is the investor list. See how much a sponsor can raise from followers for a worked funnel.
What goes on Form D?
Form D asks for the total offering amount and the amount sold so far. You may enter a specific number or mark it "indefinite." If the amount changes, Rule 503 requires an amendment in certain cases, including an increase in the offering amount of more than 10%. See Form D amendments and how to fill out Form D.
Do state notices limit the amount?
No. Rule 506 offerings are covered securities, so states cannot cap them. Some state notice fees do scale with the amount offered in that state, so a larger raise can mean a larger fee. See blue sky fees in every state.
How DoorRaise fits in
DoorRaise is a technology platform for Regulation D apartment raises, not a law firm, broker-dealer, investment adviser or funding portal. Every investor in a DoorRaise deal is accredited. DoorRaise computes the raise from the deal data, checks each investor, files the Form D and the state notices, and tracks wires into escrow at Enterprise Bank & Trust. There is no per investor maximum on deals using its current documents. See how it works and pricing, or create your sponsor page.
FAQ
Is there a limit on how much you can raise under Rule 506(b)?
No. Rule 506(b) has no dollar limit. Its limit is on buyers who are not accredited (35), not on dollars.
Is there a limit on how much you can raise under Rule 506(c)?
No. Rule 506(c) has no dollar limit, and every buyer must be an accredited investor whose status you verified.
What is the maximum raise under Regulation D?
Rule 506 has none. Rule 504 caps raises at $10 million in any 12 months.
How many investors can a 506(c) offering have?
Rule 506(c) itself sets no limit. The Exchange Act holder of record rule in Rule 12g-1 and the deal's own terms are the practical limits.
Can I raise more than the amount on my Form D?
Yes, but you may need to amend the Form D. Rule 503 requires an amendment for an increase in the offering amount of more than 10%, among other changes.
Sources
- 17 CFR 230.506 (Cornell LII)
- 17 CFR 230.504 (Cornell LII)
- 17 CFR 230.251: Scope of Regulation A exemption (Cornell LII)
- 17 CFR 240.12g-1: Exemption from section 12(g) (Cornell LII)
- 17 CFR 230.503: Filing of notice of sales (Cornell LII)
This post is general information, not legal advice. Talk to your own securities attorney about your offering. Information is as of November 2026. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.