How to Syndicate an Apartment Deal in Mississippi: A Sponsor Guide
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To syndicate an apartment deal in Mississippi, you form the deal LLC (or register an outside LLC with the Mississippi Secretary of State), raise under Rule 506(b) or 506(c), and file a Form D notice with a $300 fee through NASAA's EFD within 15 days of your first Mississippi sale. The late fee is unusual: DoorRaise's state data lists 1% of the amount sold in Mississippi, up to $5,000, so a late notice on a large Mississippi commitment can cost far more than the fee.
This is the Mississippi version of our general syndication guide. It covers what changes when the building, the investors or both are in Mississippi. It is general information, not legal advice.
What is the Mississippi Rule 506 notice filing?
Mississippi 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 securities division of the Mississippi Secretary of State. DoorRaise's state data, from NASAA's fee schedule, lists the fee as $300 and a late fee of 1% of the amount sold in Mississippi, at most $5,000, after 15 days. 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 Mississippi?
A Mississippi LLC is formed by filing a Certificate of Formation with the Mississippi Secretary of State; the published fee is $50. Each year the LLC files an annual report, which has no fee, by April 15. An LLC formed elsewhere that will own Mississippi property registers as a foreign LLC. Confirm fees with the Secretary of State before you file. See forming an LLC for a syndication and keeping the LLC in good standing.
What Mississippi landlord and tenant rules should a sponsor know?
The Mississippi Residential Landlord and Tenant Act (Miss. Code 89-8-1 and following) governs most leases. A landlord must return the security deposit, minus itemized deductions, within 45 days after the tenancy ends (89-8-21). For unpaid rent, a landlord gives a written notice of at least 3 days before filing an eviction in justice or county court (89-8-13). Your property manager should use Mississippi forms and keep a record of every notice.
How does Mississippi property tax work for an apartment building?
Mississippi sorts real property into classes. An owner-occupied home is Class I, assessed at 10% of true value. Other real property, including apartment buildings, is Class II, assessed at 15%. The tax is the assessed value times the local millage. A sale gives the county assessor fresh evidence of value. Mississippi has no real estate transfer tax, which keeps closing costs low. Underwrite taxes from your purchase price at 15% and the local millage. See property tax reassessment in apartment underwriting.
Does Mississippi tax the deal LLC or its investors?
Mississippi 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 Mississippi Rule 506 notice fee?
$300, per NASAA's fee schedule. EFD shows the final amount before you pay.
What happens if the Mississippi notice is late?
DoorRaise's data lists a late fee of 1% of the amount sold in Mississippi, up to $5,000, after 15 days.
Does a Mississippi LLC pay a yearly fee?
No. The annual report is free.
Does Mississippi have a transfer tax?
No.
Sources
- Mississippi Secretary of State: securities
- NASAA: Form D fee schedule
- Mississippi Secretary of State: business services
- Mississippi Department of Revenue: property tax
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.