How to Syndicate an Apartment Deal in Florida: A Sponsor Guide
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To syndicate an apartment deal in Florida, you form the deal LLC (or register an outside LLC with the Florida Division of Corporations), raise under Rule 506(b) or 506(c), and, unlike in almost every other state, you file no Rule 506 notice or fee with Florida. The state-specific work is the entity filing, the Florida landlord and tenant statute and a property tax cap that resets when a building changes hands.
This is the Florida version of our general syndication guide. It covers what changes when the building, the investors or both are in Florida. It is general information, not legal advice.
Does Florida require a Rule 506 notice filing?
No. Rule 506 interests are federal covered securities, and DoorRaise's state data, built from NASAA's fee schedule, marks Florida as the one state that asks for no notice and no fee. Your Form D with the SEC is still due 15 days after the first sale, and Florida's antifraud law still applies to every sale in the state. Why this is so, and what a 3 day right in some private placement memorandums refers to, is in Florida Rule 506 filing. Compare every state in blue sky fees by state.
How do you form the deal LLC in Florida?
A Florida LLC is formed under the Florida Revised Limited Liability Company Act (Chapter 605) by filing Articles of Organization with the Division of Corporations, through its Sunbiz website. The published filing fee is $125, which includes $25 for designating a registered agent. An LLC formed in another state that owns Florida property files an Application by Foreign Limited Liability Company for Authorization to Transact Business, published at $125 plus a fee for the required certificate of existence from its home state. Florida LLCs file an annual report between January 1 and May 1; the published fee is $138.75, and missing the date adds a $400 late fee. Confirm current fees on Sunbiz before you file. See forming an LLC for a syndication and foreign qualification in the property state.
What Florida landlord and tenant rules should a sponsor know?
Residential tenancies are governed by Chapter 83, Part II. For nonpayment, a landlord gives a 3 day notice (not counting weekends and legal holidays) before filing; for other lease violations a 7 day notice to cure applies, and a month to month tenancy ends with 30 days' notice under current law. A landlord must either return a security deposit within 15 days or send a notice of intent to claim it within 30 days. Florida also bars local rent control outright: the 2023 Live Local Act removed the old housing emergency exception, so no city or county may adopt rent controls (Sections 125.0103 and 166.043). Your manager should handle notices; the sponsor should know the clock. Compare with rent control laws for apartment investors.
How does Florida property tax change when an apartment building sells?
Florida caps yearly growth in the assessed value of non homestead property at 10% (Section 193.1555), which can leave assessed value well below market value for a long time. The cap is lost on a change of ownership or control, and the property is reassessed at just value as of the next January 1. A sale of the building is a change of ownership, and the statute also treats a change of control of the entity that owns it as one. Underwrite taxes at the new purchase price, not the seller's bill. See property tax reassessment in apartment underwriting and appealing property tax on an apartment building.
Does Florida tax the deal LLC or its investors?
Florida has no personal income tax. A deal LLC taxed as a partnership generally does not pay Florida income tax at the entity level either, though investors who live in other states may owe tax at home. Ask your CPA how your deal is taxed; K-1 timing is covered in K-1s for a real estate syndication.
How DoorRaise fits in
DoorRaise helps sponsors raise equity for apartment buildings from their friends and followers under Rule 506(b) or 506(c), with verified accredited investors only. Investors fund by wire into escrow. By default DoorRaise files the property's state notice; on new deals, the first investor from another state pays that state's filing fee by card when they sign, and later investors from that state pay nothing. See pricing or how it works.
FAQ
Do I file anything with Florida for a Rule 506 raise?
No state notice or fee is required. You still file the federal Form D within 15 days of the first sale.
Do I need a Florida LLC to buy a Florida apartment building?
No. An LLC formed elsewhere can hold the property if it is authorized as a foreign LLC in Florida. Many sponsors form the deal LLC in Florida for simplicity.
What is the Florida annual report deadline?
Between January 1 and May 1 each year, with a $400 late fee after May 1.
Does a sale reset Florida property tax?
Yes for non homestead property: the 10% assessment cap resets on a change of ownership or control.
Sources
- Florida Division of Corporations (Sunbiz): LLC filing fees
- Florida Office of Financial Regulation: securities
- NASAA: Form D fee schedule
- Florida Statutes, Chapter 83 (landlord and tenant)
- Florida Senate: 2023 Live Local Act (SB 102)
- Florida Statutes, Section 193.1555
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.