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All Forum Posts by: Anthony Klemm

Anthony Klemm has started 4 posts and replied 14 times.

Post: SEC registration and exemptions

Anthony KlemmPosted
  • New to Real Estate
  • Las Vegas, NV
  • Posts 14
  • Votes 9
Quote from @Dominic Mazzarella:
Quote from @Anthony Klemm:
Quote from @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.
Thanks for the reply Dominic. It makes sense now seeing that its more about ongoing duties after registration.

Were I in a position to pursue syndication, I would certainly follow your advice and seek an attorney. For the moment though, I am just trying to gain a more robust understanding of all things real estate that I could reasonably see in my future.

No problem at all. Another thing to note is that syndication doesn't really make sense for smaller deals since the compliance costs would be too much of a burden. 

I noticed that its mostly for fairly large multifamily properties, like 100+ units.

All other things being equal, at what property valualtion do you think it starts becoming a more reasonable approach? 5$ million? Lower than that? 25$ million? Higher? 

Post: SEC registration and exemptions

Anthony KlemmPosted
  • New to Real Estate
  • Las Vegas, NV
  • Posts 14
  • Votes 9
Quote from @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.
Thanks for the reply Dominic. It makes sense now seeing that its more about ongoing duties after registration.

Were I in a position to pursue syndication, I would certainly follow your advice and seek an attorney. For the moment though, I am just trying to gain a more robust understanding of all things real estate that I could reasonably see in my future.

Post: SEC registration and exemptions

Anthony KlemmPosted
  • New to Real Estate
  • Las Vegas, NV
  • Posts 14
  • Votes 9

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? 

Post: New to REI, trying to connect with folks

Anthony KlemmPosted
  • New to Real Estate
  • Las Vegas, NV
  • Posts 14
  • Votes 9

Hey all,

My name is Tony, I'm 35, just started actively pursuing financial independence and have been really hammering away at learning everything I can. I'm going to be taking some time to get to know people in my market as I kind of want to start local in Las Vegas. What seems most attractive for now seems to be multi-family markets starting out and eventually moving into 5-20 unit properties for growth. I just started getting deeper into BRRR and think at some point I could see myself diversifying into that as well. I also think that investing remotely is something I would do after locking down my local strategy. At one point years ago, I toyed with the idea of owning giant apartment complexes in multiple cities. At this point, I'm not so concerned about achieving that exactly, but if my REI journey takes me there on my way to (or even after) financial freedom, then I'm all for it.

There's still some work to do to prepare financially for "the first deal" and that moment legitimately appears to be about 2 years away. The more I learn the more I look for ways to accelerate that barrier to entry. Until then, I'll be trying to absorb everything I can to fine tune my approach and prepare for managing REI business post-acquisition. My first goal is to hit 5k per month in pure cash flow and second goal is to hit 10k per month in pure cash flow. I do have a third goal, but too much will happen by the time my second goal materializes that my third goal will likely change drastically.

Also, I tend to find myself wanting to ask market-specific questions to agents/lenders/investors/contractors/etc. a lot. If anyone here wouldn't mind me reaching out to you on occasion, please let me know (especially anyone in Las Vegas!!). At some point I'd like to begin a long career in REI and would like to have met some people already that can share in that endeavor.

Looking forward to meeting everyone!

Tony Klemm