How to Raise Capital for Your CRE Deal With a Reg D Offering

Raising equity for a commercial real estate deal used to mean calling wealthy friends or spending months courting family offices. Now? You can legally offer shares in your project to accredited investors through a Regulation D private placement — no SEC registration required.

It’s fast, flexible, and if done right, gives you total control of the deal while still bringing serious capital to the table. Whether you’re syndicating a multifamily project, launching a real estate fund, or acquiring a single asset, Reg D gives you the legal framework to raise millions — fast.

What Is Regulation D and Why Does It Matter?

Regulation D is a U.S. securities exemption that lets you raise capital privately. The two most-used rules for real estate deals are 506(b) and 506(c).

• 506(b): No advertising allowed. You can raise from up to 35 non-accredited investors and unlimited accredited ones. Great if you have a private investor network.
• 506(c): General solicitation allowed — you can market your deal online, in webinars, and on LinkedIn. But every investor must be verified as accredited.

Most sponsors today choose 506(c) for the flexibility to market their raise and reach fresh capital. It’s what makes the modern CRE syndication game scalable.

What Investors Actually Want to See

It’s not just about the exemption. Investors are putting in serious capital — they want professional presentation, real economics, and downside protection.

• Clear capital stack and target returns
• Use of proceeds and exit strategy
• Waterfall structure and sponsor promote
• Co-investment from the sponsor (yes, skin in the game matters)

These should be clearly outlined in your private placement memorandum (PPM), subscription agreement, and investor deck. If you don’t know where to start, work with a team that’s handled this before.

Example: $18M Industrial Acquisition Using 506(c)

A logistics operator in Texas sourced an $18M warehouse acquisition. Bank financing covered 65% LTV, but the operator needed to raise $5M in equity — fast. We structured a 506(c) Reg D offering, prepared a full investor kit, and targeted accredited investors across our syndicate network.

The raise closed in under 30 days. Investor contributions ranged from $100K to $1M. The sponsor retained full control and a promote over profits above the preferred return.

The investor return was structured as an 8% preferred return with a 70/30 profit split above that hurdle. No broker-dealer involved.

What You Need to Launch a Reg D Offering

• Entity structure (typically an LLC or LP)
• Operating agreement or limited partnership agreement
• Private placement memorandum (PPM)
• Subscription documents
• Investor accreditation verification (for 506(c))

Most importantly: you need a real deal. No fluff, no unrealistic pro formas, and no “just trust me” narratives. Investors fund opportunity, not hope.

Why Sponsors Use Reg D Instead of Crowdfunding

• Faster capital raise — no waiting for platform approval
• Full control over investor relationships
• No platform fees or equity dilution
• Greater privacy — you're not listing your deal to the public

Crowdfunding portals can work for small raises, but seasoned operators raising $1M–$20M typically go Reg D. It keeps control in your hands and the capital in your court.

Ready to Raise Capital Without Giving Up the Deal?

Using Reg D, you can raise millions in equity, stay compliant, and maintain control. But don’t wing it. Investors today are sharp — they expect clear terms, real transparency, and a team that knows what it’s doing. If your docs are solid and your capital stack makes sense, money moves fast.