How to Syndicate an Apartment Deal in Virginia: A Sponsor Guide

On this page

1. What is the Virginia Rule 506 notice filing?
2. How do you form the deal LLC in Virginia?
3. What Virginia landlord and tenant rules should a sponsor know?
4. What does Virginia charge when an apartment building sells?
5. How does Virginia property tax work for an apartment building?
6. Does Virginia tax the deal LLC or its investors?
7. How DoorRaise fits in
8. FAQ

To syndicate an apartment deal in Virginia, you form the deal LLC (or register an outside LLC with the State Corporation Commission), raise under Rule 506(b) or 506(c), and file a Form D notice with a $250 fee through NASAA's EFD within 15 days of your first Virginia sale. Virginia's late fees climb with time: DoorRaise's state data lists $250 if the notice is filed 16 to 90 days after the first sale, $500 after 90 days and $750 after 182 days, so put the date on the calendar.

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

What is the Virginia Rule 506 notice filing?

Virginia 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 Division of Securities and Retail Franchising of the State Corporation Commission. DoorRaise's state data, from NASAA's fee schedule, lists the fee as $250, with late fees of $250 if filed 16 to 90 days after the first sale, $500 after 90 days and $750 after 182 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 Virginia?

A Virginia LLC is formed by filing Articles of Organization with the State Corporation Commission (SCC); the published fee is $100. Each year the LLC pays a $50 annual registration fee in the month it was formed. An LLC formed elsewhere that will own Virginia property registers with the SCC as a foreign LLC. Confirm fees on the SCC's Clerk's Information System before you file. See forming an LLC for a syndication and foreign qualification in the property state.

What Virginia landlord and tenant rules should a sponsor know?

The Virginia Residential Landlord and Tenant Act (Va. Code 55.1-1200 and following, the VRLTA) governs almost every apartment lease. A security deposit can be at most two months' rent, and the landlord returns it, with an itemized list of deductions, within 45 days after the tenancy ends (55.1-1226). For unpaid rent, the landlord serves a written pay or quit notice under 55.1-1245 before filing an unlawful detainer, and the notice period and wording have changed in recent years, so use a current form. Your property manager should track VRLTA changes each July, when new Virginia laws take effect.

What does Virginia charge when an apartment building sells?

At closing the buyer usually pays the state recordation tax of $0.25 per $100 of value, plus a local recordation tax that can equal up to one third of the state tax. The seller pays the grantor's tax of $0.50 per $500, and some Northern Virginia localities add a regional congestion relief fee. Put your share in sources and uses. A new loan also pays recordation tax on the deed of trust.

How does Virginia property tax work for an apartment building?

Virginia localities must assess real estate at 100% of fair market value, and many cities and counties reassess every year. A sale gives the assessor fresh evidence, and income property owners are often asked for income and expense data. Owners can appeal to the local assessor, then the board of equalization. Underwrite taxes from your purchase price and the local rate, not the seller's bill. See property tax reassessment in apartment underwriting.

Does Virginia tax the deal LLC or its investors?

Virginia taxes income earned in the state, and a pass through entity must generally withhold for nonresident owners unless it qualifies for an exception. 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 Virginia Rule 506 notice fee?

$250, per NASAA's fee schedule. EFD shows the final amount before you pay.

What happens if the Virginia notice is late?

DoorRaise's data lists $250 if filed 16 to 90 days after the first sale, $500 after 90 days and $750 after 182 days.

What does a Virginia LLC pay each year?

A $50 annual registration fee to the SCC.

Who pays recordation tax in Virginia?

Usually the buyer; the seller usually pays the grantor's tax.

Sources

• Virginia SCC: Division of Securities and Retail Franchising
• NASAA: Form D fee schedule
• Virginia SCC: Clerk's Information System
• Code of Virginia, Title 55.1, Chapter 12 (VRLTA)
• Virginia Department of Taxation: recordation 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.