How to Syndicate an Apartment Deal in Washington State

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

To syndicate an apartment deal in Washington State, you form the deal LLC (or register an outside LLC with the Washington 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. Two Washington rules change the business plan more than anything else: a statewide cap on yearly rent increases, passed in 2025, and a graduated real estate excise tax that the seller usually pays at a higher rate on more expensive buildings.

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

What is the Washington Rule 506 notice filing?

Washington 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 Washington Department of Financial Institutions. DoorRaise's state data, from NASAA's fee schedule, lists the fee as $300. File within 15 days of the first sale to a Washington 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 Washington?

A Washington LLC is formed by filing a Certificate of Formation with the Washington Secretary of State; the published fee is $200. Each year the LLC files an annual report, with a $70 fee. An LLC formed elsewhere that will own Washington property registers as a foreign LLC. The LLC also opens a business license account with the Department of Revenue. Confirm fees with the Secretary of State before you file. See forming an LLC for a syndication and foreign qualification in the property state.

Does Washington cap rent increases?

Yes. A law passed in 2025 limits yearly rent increases for most residential units to 7% plus the change in inflation, or 10%, whichever is lower, and requires 90 days' written notice of an increase. Buildings whose first certificate of occupancy is less than 15 years old are exempt, along with some other housing. Cities such as Seattle add their own notice and relocation rules. A value-add plan that counts on raising rents faster than the cap will not work in Washington; build the rent growth in your model around it. See rent control laws for apartment investors and rent growth assumptions.

Washington's Residential Landlord-Tenant Act is RCW 59.18. A landlord must return the deposit, with a full and specific statement of any amounts kept, within 30 days after the tenancy ends. For unpaid rent, the landlord serves a 14 day notice to pay or vacate on the state's required form before filing an eviction. Washington also limits when a landlord may end a tenancy (just cause), and Seattle, Tacoma and other cities add their own rules. Your property manager should know both the state act and the city's ordinances.

What does Washington charge when an apartment building sells?

Washington's real estate excise tax (REET) is graduated by price: 1.1% on the first part of the price, rising to higher rates on larger amounts, with the top rate on the part above several million dollars; the tiers are adjusted over time. Cities and counties add a local rate. The seller usually pays REET, but it affects pricing and your exit. Put any share you owe in sources and uses, and model the seller's REET when you underwrite your own sale.

How does Washington property tax work for an apartment building?

County assessors value property every year at 100% of true and fair value. Washington limits how much a taxing district's total levy can grow each year, so rates can fall as values rise, but a sale still gives the assessor fresh evidence of your building's value. Owners can appeal to the county board of equalization. Underwrite taxes from your purchase price and the local levy rate. See property tax reassessment in apartment underwriting.

Does Washington tax the deal LLC or its investors?

Washington has no personal income tax, so investors usually do not file a Washington return for the deal's income. Businesses pay the business and occupation (B&O) tax on gross receipts, but rent from residential units leased for 30 days or more is generally exempt. Washington's capital gains tax does not apply to sales of real estate. Ask your CPA how your structure fits.

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 Washington Rule 506 notice fee?

$300, per NASAA's fee schedule. EFD shows the final amount before you pay.

How much can I raise rents in Washington?

For most units, 7% plus inflation or 10% a year, whichever is lower, with 90 days' notice. Newer buildings are exempt.

Who pays the Washington real estate excise tax?

Usually the seller, at graduated rates.

Does Washington tax rental income?

There is no personal income tax, and residential rents for stays of 30 days or more are generally exempt from B&O tax.

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.