How to Syndicate an Apartment Deal in Pennsylvania

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

To syndicate an apartment deal in Pennsylvania, you form the deal LLC (or register an outside LLC with the Pennsylvania Department of State), raise under Rule 506(b) or 506(c), and file a Form D notice with a $525 fee through NASAA's EFD, one of the higher state fees. At closing, budget realty transfer tax: 1% to the state plus local tax, often another 1%, and much more in Philadelphia. Buyer and seller split it by custom, but the contract decides.

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

What is the Pennsylvania Rule 506 notice filing?

Pennsylvania 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 Pennsylvania Department of Banking and Securities. DoorRaise's state data, from NASAA's fee schedule, lists the fee as $525. File within 15 days of the first sale to a Pennsylvania 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 Pennsylvania?

A Pennsylvania LLC is formed by filing a Certificate of Organization with the Department of State; the published fee is $125. Since 2025, every Pennsylvania LLC files an annual report (a $7 fee for most business entities), and an entity that misses it can be administratively dissolved. An LLC formed elsewhere that will own Pennsylvania property registers as a foreign LLC. Confirm fees on the Department of State's site before you file. See forming an LLC for a syndication and keeping the LLC in good standing.

The Landlord and Tenant Act of 1951 (68 P.S. 250.101 and following) is the main statute. A security deposit can be at most two months' rent in the first year of a lease and one month's rent after that. The landlord returns it, with a written list of damages, within 30 days after the lease ends, and deposits over $100 held more than two years must go in an escrow account that earns interest for the tenant. For unpaid rent, a landlord gives a 10 day notice to quit unless the lease validly waives it. Philadelphia and Pittsburgh add their own licensing, inspection and good cause rules; check the city where the building sits.

What does Pennsylvania charge when an apartment building sells?

Pennsylvania's realty transfer tax is 1% of the price to the state, plus local transfer tax set by the municipality and school district, usually another 1%. Philadelphia's local rate is much higher, so the combined tax there is above 4%. By custom buyer and seller split it, but the purchase contract controls. Include your share in sources and uses.

How does Pennsylvania property tax work for an apartment building?

Pennsylvania has no statewide reassessment cycle, and some counties have not reassessed for decades. Values are compared to market through a common level ratio. Because assessments can lag far behind market, school districts in Pennsylvania often appeal the assessment after a large sale. Underwrite taxes off your purchase price times the county's common level ratio and local rates, and plan for a possible appeal. See property tax reassessment in apartment underwriting.

Does Pennsylvania tax the deal LLC or its investors?

Pennsylvania's personal income tax is a flat 3.07%, and a partnership may have to withhold on income allocated to nonresident partners. 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 Pennsylvania Rule 506 notice fee?

$525, per NASAA's fee schedule. EFD shows the final amount before you pay.

Does a Pennsylvania LLC file an annual report?

Yes, every year since 2025, with a small fee.

Who pays the realty transfer tax?

The contract decides. By custom buyer and seller split it.

Can the school district raise my assessment after I buy?

It can appeal. Large sales above the assessed value often draw appeals in Pennsylvania, so plan for it.

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.