SEC registration and exemptions

[Anthony Klemm]

Newbie here with some questions...

I've been reading a bit about syndications and how they function as a whole. I understand that they operate in real estate under one of a few exemptions from registering as a security with the SEC. However, as curiosity prodded, I looked into the degree that it is prohibitively expensive to consider just filing as a security anyway, irrespective of the pros and cons.

Basically, I searched for "what are the costs for registering a security with the SEC" as well as "what are the costs for registering a syndication as a security with the SEC"

Most the results produced explained something to the extent that the fee was about 150 bucks per million offered, without any other information on what would validate the explanation that filing a syndication as a security is prohibitively expensive. My assumption is that this means that in order to raise 50 million as a security, the fee for said shares would be just 7500 dollars. I couldn't really find much else in my search. What exactly is it that I am missing from my search? What about my search is producing such limited information? What other costs are actually there that aren't coming up in my search that don't exist when simply filing for exemption?

Is it not so much the fee for filing that makes it prohibitive but that the equity offered rules out the viability of being a GP in a registered security this way? 

[Dominic Mazzarella]

Quote from @Anthony Klemm:

Newbie here with some questions...

I've been reading a bit about syndications and how they function as a whole. I understand that they operate in real estate under one of a few exemptions from registering as a security with the SEC. However, as curiosity prodded, I looked into the degree that it is prohibitively expensive to consider just filing as a security anyway, irrespective of the pros and cons.

Basically, I searched for "what are the costs for registering a security with the SEC" as well as "what are the costs for registering a syndication as a security with the SEC"

Most the results produced explained something to the extent that the fee was about 150 bucks per million offered, without any other information on what would validate the explanation that filing a syndication as a security is prohibitively expensive. My assumption is that this means that in order to raise 50 million as a security, the fee for said shares would be just 7500 dollars. I couldn't really find much else in my search. What exactly is it that I am missing from my search? What about my search is producing such limited information? What other costs are actually there that aren't coming up in my search that don't exist when simply filing for exemption?

Is it not so much the fee for filing that makes it prohibitive but that the equity offered rules out the viability of being a GP in a registered security this way? 

The filing fees with the SEC are usually minimal, as you’ve found. The real prohibitive costs come from the legal, compliance, and reporting requirements of registering a security. These include drafting offering documents, adhering to ongoing disclosure rules, and audits, which can easily run tens or hundreds of thousands of dollars. That’s why many syndicators rely on exemptions like Reg D (506(b) or 506(c))—it’s not about the filing fee, but avoiding the regulatory burden and costs of full SEC registration. If you're serious about this, it's probably time to reach out to an attorney for more nuanced advice.