How to Syndicate an Apartment Deal in Delaware

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What is the Delaware Rule 506 notice filing?
How do you form the deal LLC in Delaware?
What Delaware landlord and tenant rules should a sponsor know?
What does Delaware charge when an apartment building sells?
How does Delaware property tax work for an apartment building?
Does Delaware tax the deal LLC or its investors?
How DoorRaise fits in
FAQ

To syndicate an apartment deal in Delaware, you form the deal LLC (or register an outside LLC with the Delaware Division of Corporations), raise under Rule 506(b) or 506(c), and file a Form D notice through NASAA's EFD; DoorRaise's state data lists the fee as 0.5% of the amount offered in Delaware, at least $200 and at most $1,000. Many sponsors know Delaware as the place to form an LLC for a deal anywhere; this guide is about owning an apartment building in Delaware, where the realty transfer tax of up to 4% is one of the highest closing costs in the country.

This is the Delaware version of our general syndication guide. It covers what changes when the building, the investors or both are in Delaware. It is general information, not legal advice.

What is the Delaware Rule 506 notice filing?

Delaware treats Rule 506 interests as federal covered securities and asks for a notice: a copy of the SEC Form D and the fee, filed through the NASAA Electronic Filing Depository (EFD) for the Investor Protection Unit of the Delaware Department of Justice. DoorRaise's state data, from NASAA's fee schedule, lists the fee as 0.5% of the amount offered in Delaware, at least $200 and at most $1,000, and another 0.5% of the amount offered in Delaware (at most $1,000) if the notice comes more than 15 days after the first sale there. EFD shows the exact amount before you pay, and that amount wins. See blue sky notice filings and blue sky fees by state.

How do you form the deal LLC in Delaware?

A Delaware LLC is formed by filing a Certificate of Formation with the Delaware Division of Corporations; the published fee is $110. Every Delaware LLC pays a flat $300 annual tax by June 1, whether or not it has income, and must keep a registered agent in Delaware. An LLC formed elsewhere that will own Delaware property registers as a foreign LLC. For choosing a state for the company itself, see Delaware versus Wyoming LLCs and forming an LLC for a syndication.

The Delaware Residential Landlord-Tenant Code (Title 25, Part III) governs most leases. For a lease of a year or more, a security deposit cannot exceed one month's rent, and the landlord returns it, with an itemized list of deductions, within 20 days after the tenancy ends (25 Del. C. 5514). For unpaid rent, a landlord gives a 5 day written notice before filing a summary possession case in the Justice of the Peace Court (25 Del. C. 5502). Your property manager should use Delaware forms.

What does Delaware charge when an apartment building sells?

Delaware's realty transfer tax is 2.5% of the price to the state plus a local tax of up to 1.5%, so up to 4% in all. By custom buyer and seller split it equally, but the contract decides. Put your half in sources and uses.

How does Delaware property tax work for an apartment building?

Each Delaware county sets property values, and all three (New Castle, Kent and Sussex) completed court-ordered reassessments in 2024 and 2025 after decades on old values. The reassessment moved tax burdens between property types, so do not rely on a seller's bill from before it. Underwrite taxes from the new assessed value and the current county, school and city rates. See property tax reassessment in apartment underwriting.

Does Delaware tax the deal LLC or its investors?

Delaware taxes income earned in the state, and a partnership may have to withhold for nonresident partners or file a composite return. Delaware has no sales tax. Ask your CPA early; the investor side is in state tax returns for nonresident syndication investors.

How DoorRaise fits in

DoorRaise helps sponsors raise equity for apartment buildings from their friends and followers under Rule 506(b) or 506(c), and verifies that every investor is accredited before they sign. Investors fund by wire into the deal's escrow account at Enterprise Bank & Trust. By default DoorRaise files the notice in the property's state; the first investor from another state pays that state's filing fee by card when they sign, later investors from that state pay nothing, and the sponsor never fronts it. Sponsors pay a $1,500 setup fee (non-refundable) and a flat $5,000 a year administration fee; see pricing or how it works.

FAQ

How much is the Delaware Rule 506 notice fee?

0.5% of the amount offered in Delaware, at least $200 and at most $1,000, per NASAA's fee schedule. EFD shows the final amount before you pay.

What does a Delaware LLC pay each year?

A flat $300 annual tax, due June 1.

How much is the Delaware realty transfer tax?

Up to 4% of the price: 2.5% to the state plus up to 1.5% local.

How long does a Delaware landlord have to return a deposit?

20 days after the tenancy ends.

Sources

This article is general information as of November 2026, not legal, tax or investment advice. State laws and fees change: confirm with the state agency and your own attorney before you file. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.