How to Syndicate an Apartment Deal in Missouri: A Sponsor Guide
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To syndicate an apartment deal in Missouri, you form the deal LLC (or register an outside LLC with the Missouri Secretary of State), raise under Rule 506(b) or 506(c), and file a Form D notice with a $100 fee through NASAA's EFD within 15 days of your first Missouri sale; after 15 days DoorRaise's state data lists a $50 late fee. Missouri keeps LLC upkeep light (no annual report), bars local rent control, and reassesses real estate every odd-numbered year.
This is the Missouri version of our general syndication guide. It covers what changes when the building, the investors or both are in Missouri. It is general information, not legal advice.
What is the Missouri Rule 506 notice filing?
Missouri 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 Missouri Securities Division, part of the Secretary of State's office. DoorRaise's state data, from NASAA's fee schedule, lists the fee as $100 and a $50 late fee if the notice comes more than 15 days after the first sale in the state. 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 Missouri?
A Missouri LLC is formed by filing Articles of Organization with the Missouri Secretary of State; the published fee is $50 online and higher on paper. Missouri does not require an annual report from an LLC, though you must keep a registered agent with a Missouri address. An LLC formed elsewhere that will own Missouri property registers as a foreign LLC with the Secretary of State. Confirm fees on the Secretary of State's site before you file. See forming an LLC for a syndication and foreign qualification in the property state.
What Missouri landlord and tenant rules should a sponsor know?
Missouri's landlord and tenant rules are mainly in RSMo Chapters 441 and 535. A security deposit cannot exceed two months' rent, and the landlord must return it, with an itemized list of any damages, within 30 days after the tenancy ends (RSMo 535.300). For unpaid rent, landlords usually file a rent and possession case in the associate circuit court under Chapter 535. State law (RSMo 441.043) prevents cities and counties from adopting rent control. Kansas City and St. Louis have their own rental inspection and tenant rights ordinances, so check the city where the building sits.
How does Missouri property tax work for an apartment building?
Missouri county assessors reassess real estate every odd-numbered year, and residential property, which includes apartment buildings, is assessed at 19% of market value (RSMo 137.115). If you close in an even year, the next reassessment may be months away, and the assessor can use your purchase price as evidence. Owners can appeal to the county board of equalization, then to the State Tax Commission. Underwrite taxes off the value you expect after the next odd-year reassessment, not the seller's current bill. See property tax reassessment in apartment underwriting and appealing property tax on an apartment building.
Does Missouri tax the deal LLC or its investors?
Missouri taxes income earned in the state, and a partnership may have to withhold for nonresident partners or file a composite return. Kansas City and St. Louis also levy a 1% earnings tax that can reach business profits earned in those cities. 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, a Missouri bank. 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 Missouri Rule 506 notice fee?
$100, per NASAA's fee schedule. EFD shows the final amount before you pay.
Is there a Missouri late fee?
DoorRaise's data lists a $50 late fee if the notice comes more than 15 days after the first Missouri sale.
Does a Missouri LLC file an annual report?
No, though it must keep a registered agent.
Can a Missouri city cap rents?
No. RSMo 441.043 blocks local rent control.
Sources
- Missouri Securities Division
- NASAA: Form D fee schedule
- Missouri Secretary of State: business services
- RSMo 535.300: security deposits
- RSMo 137.115: assessment of real property
- Missouri State Tax Commission
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.