Securities counsel for sponsors raising real estate capital
From first-time syndicators to institutional fund managers, paper or token.
Emerging Sponsors
First-time syndicators moving beyond friends-and-family raises who need entity setup, securities exemption guidance, and offering documents that meet federal compliance standards.
Real Estate Sponsors
Experienced sponsors needing entity setup, exemption strategy, and offering documents built to close on single-asset deals.
Developers
Operators focused on the asset, while capital formation and securities compliance are handled alongside the deal.
Fund Managers
Sponsors managing multi-asset vehicles for institutional and private investors, including fund formation and ongoing securities counsel.
Tokenization Platforms & Issuers
Teams launching tokenized offerings with support for token structure, smart contract review, and compliant transfer restrictions.
Capital formation in real estate is governed by federal and state securities law
These are the challenges sponsors face, and where we step in
You're ready to scale beyond friends-and-family, but securities law feels like a minefield
The Problem
Most sponsors don’t realize their first capital raise is a securities offering subject to SEC regulation.
How We Solve It
We identify the right exemption, structure the entity, and draft the documents so you can raise capital without regulatory exposure.
You've outgrown one-off JVs and need a repeatable fund structure
The Problem
Single-deal joint ventures hit a ceiling, not realizing when it’s time to move to a semi-specified or blind-pool fund with institutional-grade governance.
How We Solve It
We design the vehicle, investor economics, and compliance framework to scale with your deal pipeline.
You want to explore tokenization without becoming a securities-test case
The Problem
Tokenized offerings confuse investors on compliance, like federal exemptions, etc.
How We Solve It
We structure compliant tokenized deals so you can access global investors and programmable governance without regulatory guesswork.
SEC Exemption Finder
Answer 3 quick questions to identify the optimal regulatory structure for your real estate capital raise
Raise capital with compliant, investor-ready documentation
Real Estate Syndication
Full-lifecycle legal work for single-asset private real estate capital raises. Engagement covers entity selection, offering document drafting, SEC filings, and ongoing investor reporting.
- Rule 506(b) and 506(c) offerings
- Real estate crowdfunding under Regulation A+, Regulation S and Regulation CF
- Offering document drafting: PPM, operating agreement, and subscription agreements
- Sponsor, promote, and waterfall design
- Form D filings, investor disclosures, and capital call documentation
- Blue Sky/state securities compliance
Real Estate Fund Formation
Structuring multi-asset investment vehicles for sponsors ready to move beyond single-deal raises. We design the fund mechanics, LP economics, and compliance framework to scale with your pipeline.
- Fund formation: closed-end, open-end, semi-specified, and blind-pool
- Limited partnership and LLC fund agreements, side letters, and management agreements
- Carried interest, promote, and investor waterfall design
- Investment Advisers Act, Investment Company Act, and ERISA counseling
- Capital raising support and marketing material review
- Form D filings, investor disclosures, and ongoing fund governance
Real Estate Tokenization
Real estate tokenization offerings under Regulation D and Regulation S, including securities compliance, token documentation, smart contract review, and on-chain transfer controls.
- Tokenized offering structure under Rule 506(b), 506(c) and Regulation S
- Security token offering (STO) structuring and token terms drafting
- SPV-based tokenization structure design and investor rights alignment
- Smart contract legal review and ERC-3643 standard guidance
- Transfer restrictions and accredited investor verification baked into token logic
- Secondary trading readiness and ATS coordination
How we work together
Discovery Call
A first conversation scopes the deal: asset, sponsor team, investor profile, and raise size, and lays out the realistic structure options.
Structure & Exemption Selection
We determine the right securities exemption, including Rule 506(b), 506(c), Regulation A, Regulation S, or a hybrid structure, along with the appropriate legal entity, typically an LLC or limited partnership.
Document Drafting
The private placement memorandum, operating or partnership agreement, subscription documents, and any token-layer paperwork are drafted and refined through review cycles.
Close & Ongoing Counsel
We handle final filings, including Form D submissions with the SEC, support investor onboarding, and ensure the legal framework is in place for future raises and ongoing operations.
Trusted by sponsors raising capital nationwide
Institutional-Scale STO
Reg D capital raise structured on-chain.
Green Single-Family Fund
Multi-asset residential development fund.
Multifamily OZ Fund
Opportunity Zone fund, focused on multifamily.
Vacation Rental Portfolio
Vacation rental portfolio with public-investor access.
On-Chain Apartment Fund
Real estate apartment fund structured on-chain.
Secured Lending Fund
Lending fund secured by real estate assets.
First U.S. Church Token
U.S. church real estate offering structured on-chain.
Education for serious sponsors
The Real Estate Tokenization Handbook
Download →Syndication Readiness Checklist
Download →Blog
Browse →Glossary
Browse →Frequently asked questions
What is real estate syndication? +
What is real estate tokenization? +
What's the difference between Rule 506(b) and 506(c)? +
Do I need a securities lawyer to raise capital for a real estate deal? +
Are tokenized real estate offerings subject to SEC regulations? +
Ready to raise capital, compliantly?
Schedule a 30-minute discovery call. Get a clear path forward on your next real estate syndication, fund formation, or tokenized offering.
Or reach directly: jpowell@dickinsonwright.com · 512-567-5308