How to Syndicate an Apartment Deal in Minnesota

On this page

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

To syndicate an apartment deal in Minnesota, you form the deal LLC (or register an outside LLC with the Minnesota Secretary of State), 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 $100 plus 0.1% of the amount offered in Minnesota, at most $300 in all. Minnesota lets cities cap rents when voters approve it, and St. Paul does, so a St. Paul business plan built on raising rents needs to fit its rules.

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

What is the Minnesota Rule 506 notice filing?

Minnesota 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 Minnesota Department of Commerce. DoorRaise's state data, from NASAA's fee schedule, lists the fee as $100 plus 0.1% of the amount offered in Minnesota, with the 0.1% part capped at $200, so $300 at most. File within 15 days of the first sale to a Minnesota investor. 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 Minnesota?

A Minnesota LLC is formed by filing Articles of Organization with the Minnesota Secretary of State; the published online fee is $155. Each calendar year the LLC files an annual renewal, which has no fee if filed on time; an LLC that misses it can be administratively dissolved. An LLC formed elsewhere that will own Minnesota property registers as a foreign LLC. Confirm fees on the Secretary of State's site before you file. See forming an LLC for a syndication and keeping the LLC in good standing.

Minnesota's landlord and tenant law is in Chapter 504B. A landlord must return the deposit, with interest at the rate the statute sets, or a written explanation of what was withheld, within 21 days after the tenancy ends and the tenant gives a forwarding address (504B.178). Before filing an eviction for unpaid rent, a landlord must give the tenant a written notice of what is owed, with a waiting period set in the statute, and lease forms must include specific disclosures. Minnesota has changed tenant law several times since 2023, so your property manager should use current forms.

Can a Minnesota city cap rents?

Yes, if local voters approve it: Minnesota law (Minn. Stat. 471.9996) allows local rent control only through a ballot vote. St. Paul's rent stabilization ordinance limits yearly rent increases to 3% for most units, with a process for owners to ask for more, an exemption for newer construction for 20 years, and separate rules for increases after a tenant moves out. Minneapolis voters allowed the city council to adopt rent control, but no cap was in force as of this writing. Read the current St. Paul rules before you write a rent growth assumption there. See rent control laws for apartment investors.

What does Minnesota charge when an apartment building sells?

Minnesota's deed tax is 0.33% of the price, usually paid by the seller, and some counties add a small surcharge. The mortgage registry tax of 0.24% applies to a new loan. Put your share in sources and uses.

How does Minnesota property tax work for an apartment building?

Minnesota assessors value property every year at market value as of January 2, and apartment buildings are taxed in their own class (4a) at a class rate of 1.25% of market value before local rates; certain income-restricted units qualify for a lower class (4d). The sale price is strong evidence of value. Owners can appeal to the local board or the Minnesota Tax Court. Underwrite taxes from your purchase price at the 4a rate and local rates. See property tax reassessment in apartment underwriting.

Does Minnesota tax the deal LLC or its investors?

Minnesota taxes income earned in the state, and a partnership may have to withhold for nonresident partners or file a composite return. 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; on new deals, 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 Minnesota Rule 506 notice fee?

$100 plus 0.1% of the amount offered in Minnesota, at most $300, per NASAA's fee schedule. EFD shows the final amount before you pay.

Does a Minnesota LLC pay a yearly fee?

No. The annual renewal is free if filed on time.

Does St. Paul cap rent increases?

Yes, generally at 3% a year, with exceptions and an owner request process. Read the current ordinance.

What is the Minnesota deed tax?

0.33% of the price.

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.