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 who need entity setup, exemption guidance, and compliant offering documents.
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
Teams launching tokenized offerings with support for token structure, smart contract review, and compliant transfer restrictions.
Capital formation is governed by securities law
These are the challenges sponsors face — and where we step in.
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. Most sponsors don't know when it's time to move to a 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 sponsors on compliance — federal exemptions, investor verification, and cross-border access all create risk.
How We Solve It
We structure compliant tokenized deals so you can access global investors and programmable governance without regulatory guesswork.
Raise capital with compliant, investor-ready documentation
Real Estate Syndication
Full-lifecycle legal work for single-asset private real estate capital raises. Entity selection, offering document drafting, SEC filings, and ongoing investor reporting.
- Rule 506(b) and 506(c) offerings
- Regulation A+, S, and CF crowdfunding
- PPM, operating agreement, subscription docs
- Sponsor, promote, and waterfall design
- Form D filings & investor disclosures
- Blue Sky / state securities compliance
Fund Formation
Structuring multi-asset investment vehicles for sponsors ready to move beyond single-deal raises. Institutional-grade governance, waterfall design, and ongoing counsel.
- Closed-end, open-end, blind-pool & co-GP funds
- LP/LLC fund agreements & side letters
- Carried interest & waterfall design
- Investment Advisers Act, ERISA, broker-dealer
- Marketing material review & placement agents
- Form D filings & ongoing fund governance
Real Estate Tokenization
Tokenized real estate offerings under Regulation D and S — securities compliance, token documentation, smart contract review, and on-chain transfer controls.
- 506(b), 506(c) & Reg S for global investors
- STO structuring & token terms drafting
- SPV-based tokenization & investor rights
- Smart contract review & ERC-3643 guidance
- KYC/AML integration & wallet onboarding
- UCC Article 12 & cross-border compliance
A clear path from first call to a closed offering
Discovery Call
A first conversation scopes the deal — asset, sponsor team, investor profile, and raise size — and lays out realistic structure options.
Structure & Exemption
We determine the right securities exemption — Rule 506(b), 506(c), Regulation A, S, or hybrid — and the appropriate legal entity.
Document Drafting
The PPM, operating or partnership agreement, subscription documents, and any token-layer paperwork are drafted and refined through review cycles.
Close & Ongoing Counsel
We handle Form D SEC filings, 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
Institutional-scale tokenized capital raise structured under Regulation D.
Green Single-Family Fund
Multi-asset construction fund for green single-family development.
Multifamily OZ Fund
Opportunity Zone fund focused on multifamily residential development.
Vacation Rental Portfolio
Single-family vacation rental portfolio with public-investor access via Reg A+.
On-Chain Apartment Fund
Fund vehicle for apartment complex investing, structured on-chain.
Secured Lending Fund
Private money lending fund secured by real estate at scale.
First U.S. Church Token
The first U.S. real estate token offering structured for a church.
Education for serious sponsors
Practical legal resources for sponsors structuring real estate capital raises.
Real Estate Tokenization Handbook
Free guide covering legal structure, SEC exemptions, smart contract considerations, and secondary trading.
Download Free →Syndication Readiness Checklist
The legal steps to complete before launching your first real estate capital raise.
Download Free →Blog
Weekly insights on real estate syndication, fund formation, and tokenization — practical legal questions sponsors face.
Browse the Blog →Glossary
Plain-English definitions of every term you'll encounter in a private real estate offering — from waterfall to Form D.
Browse Glossary →Frequently asked questions
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