How to Syndicate an Apartment Deal in Wyoming

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

To syndicate an apartment deal in Wyoming, you form the deal LLC (or register an outside LLC) with the Wyoming Secretary of State, raise under Rule 506(b) or 506(c), and file a Form D notice with a $200 fee through NASAA's EFD. Wyoming has no personal or corporate income tax, and an LLC's yearly state cost is a license tax, which makes it a popular home for holding companies. That does not change where the building is taxed.

This is the Wyoming version of our general syndication guide. It covers what changes when the building, the investors or both are in Wyoming. It is general information, not legal advice. For choosing between states for the company itself, see Delaware vs. Wyoming LLC.

What is the Wyoming Rule 506 notice filing?

Wyoming treats Rule 506 interests as federal covered securities and takes a notice: a copy of the SEC Form D and a fee, filed through the NASAA Electronic Filing Depository (EFD) for the Wyoming Secretary of State's securities division. DoorRaise's state data, from NASAA's fee schedule, lists the fee as $200. 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 Wyoming?

A Wyoming LLC is formed by filing Articles of Organization with the Wyoming Secretary of State. Each year the LLC files an annual report and pays a license tax of the greater of $60 or $0.0002 per dollar of assets located in Wyoming, due by the first day of the LLC's anniversary month. A Wyoming LLC that owns a building in another state still has to register as a foreign LLC there, and the property state's rules apply to the building. If the building is in Wyoming and the LLC is from elsewhere, register it as a foreign LLC with the Secretary of State. See forming an LLC for a syndication and foreign qualification in the property state.

Wyoming's Residential Rental Property Act (W.S. 1-21-1201 and following) sets the basics for deposits, repairs and notices; Wyoming leaves more to the lease than most states do, so the lease your property manager uses matters. Check the act for the current deposit return deadline and notice periods, and use Wyoming forms for notices to quit and eviction filings. Because the market is small, a manager with local eviction experience is worth more than a national template.

What does Wyoming charge when an apartment building sells?

Wyoming does not charge a state real estate transfer tax on a deed, to our knowledge from the state's Department of Revenue; title, escrow and recording fees still apply. Confirm with your title company and put the figures in sources and uses.

How does Wyoming property tax work for an apartment building?

County assessors value property, and Wyoming assesses residential property, which includes apartments, at a set percentage of market value; the county, city, school district and special districts then apply their mill levies. The percentage and any relief programs have changed in recent legislative sessions, so use the county's current numbers for a comparable building. See property tax reassessment in apartment underwriting.

Does Wyoming tax the deal LLC or its investors?

Wyoming has no state income tax, so there is no Wyoming return for investors on income from a Wyoming building. Investors still owe federal tax and tax in their own home state, and a building in another state creates filings there. See 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 Wyoming Rule 506 notice fee?

$200, per DoorRaise's state data from NASAA's fee schedule. EFD shows the final amount before you pay.

What does a Wyoming LLC pay each year?

The greater of $60 or $0.0002 per dollar of assets located in Wyoming, with its annual report.

Does Wyoming have a state income tax?

No, for individuals or corporations.

Do I need a Wyoming LLC to buy a building elsewhere?

No. The LLC should be formed in or registered for the building's state; see our Delaware vs. Wyoming post.

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.