How to Syndicate an Apartment Deal in Oregon: A Sponsor Guide
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To syndicate an apartment deal in Oregon, you form the deal LLC (or register an outside LLC with the Oregon Secretary of State), raise under Rule 506(b) or 506(c), and file a Form D notice with a $250 fee through NASAA's EFD. Oregon was the first state to cap rent increases statewide: since 2023 the yearly limit is 7% plus inflation, at most 10%, and buildings less than 15 years old are exempt. A value-add plan in Oregon has to fit that cap.
This is the Oregon version of our general syndication guide. It covers what changes when the building, the investors or both are in Oregon. It is general information, not legal advice.
What is the Oregon Rule 506 notice filing?
Oregon 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 Oregon Division of Financial Regulation. DoorRaise's state data, from NASAA's fee schedule, lists the fee as $250. File within 15 days of the first sale to an Oregon 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 Oregon?
An Oregon LLC is formed by filing Articles of Organization with the Oregon Secretary of State; the published fee is $100. Each year the LLC files an annual report, also $100, by its anniversary date. An LLC formed elsewhere that will own Oregon property registers as a foreign LLC, at a higher yearly fee. Confirm fees with the Secretary of State before you file. See forming an LLC for a syndication and foreign qualification in the property state.
How does Oregon's rent cap work?
Under ORS 90.323 and SB 611 (2023), a landlord may raise rent once in any 12 months, after the first year of the tenancy, by no more than 7% plus the change in inflation, with a 10% ceiling; the state publishes the exact limit each year. Buildings whose certificate of occupancy is less than 15 years old are exempt, as is some regulated affordable housing. A landlord must give 90 days' written notice. After a tenant moves out voluntarily or for cause, the landlord can generally set the next rent freely. Build rent growth in your model around the cap. See rent control laws for apartment investors and value-add business plans.
What Oregon landlord and tenant rules should a sponsor know?
The Oregon Residential Landlord and Tenant Act is ORS Chapter 90. After the first year of occupancy, a landlord may end a tenancy only for tenant cause or for a listed landlord reason, such as demolition or major renovation, and in those cases must usually pay the tenant one month's rent in relocation money. For unpaid rent, the landlord gives a 10 day or 13 day nonpayment notice, depending on when it is served. Deposits must be returned with a written accounting within 31 days. Portland adds its own relocation payments, screening rules and deposit rules, so a Portland deal needs a manager who knows them.
Does Oregon tax the sale or the deal?
Oregon has no sales tax, and only Washington County charges a real estate transfer tax ($1 per $1,000). Oregon taxes income earned in the state, and a partnership may have to withhold for nonresident partners or file a composite return. The Corporate Activity Tax applies to businesses with Oregon commercial activity above $1 million, with exclusions; ask your CPA whether it reaches your deal. The investor side is in state tax returns for nonresident syndication investors.
How does Oregon property tax work for an apartment building?
Oregon taxes the lower of a property's real market value and its maximum assessed value, which generally can grow only 3% a year. A sale does not reset the maximum assessed value, but new construction or major improvements add to it. So in Oregon, the seller's tax bill is a reasonable starting point, plus 3% a year and any change from improvements you make. See property tax reassessment in apartment underwriting.
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 Oregon Rule 506 notice fee?
$250, per NASAA's fee schedule. EFD shows the final amount before you pay.
How much can I raise rents in Oregon?
7% plus inflation, at most 10% a year, for buildings 15 years old or more, with 90 days' notice.
Does buying a building raise Oregon property taxes?
Not by itself: the maximum assessed value does not reset on a sale, though improvements can add to it.
Is there a transfer tax in Oregon?
Only in Washington County.
Sources
- Oregon Division of Financial Regulation: securities
- NASAA: Form D fee schedule
- Oregon Secretary of State: business registry
- Oregon Office of Economic Analysis: rent stabilization limit
- ORS Chapter 90: Residential Landlord and Tenant
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.