U.S. commercial real estate for accredited investors.
Income-producing U.S. commercial property, offered under Rule 506(c) of Regulation D to investors whose accredited status has been verified. Not a public offering.
8 min read
What 506(c) means for you
We can talk about deals publicly. We cannot let you into one until your status is verified.
- 01This page, and any general marketing, is permitted under Rule 506(c).
- 02Specific terms, financials and projections sit behind verification.
- 03Self-certifying a checkbox is not enough. Reasonable steps are required.
- 04Verification is either a third-party letter or a documentary review.
All investing involves risk, including loss of capital. Private commercial real estate is illiquid, holding periods are estimates and distributions are not guaranteed. This page is information only and is not an offer to sell or a solicitation to buy any security. Any offering is made only through the complete offering documents. Regulatory criteria, limits and timelines on this page reflect our understanding as at July 2026, may change, and are not legal, tax or investment advice.
If you are a U.S. person, you can invest with Raveum once your accredited investor status has been verified by a third party. Offerings are made under Rule 506(c) of Regulation D, which permits public marketing but requires the issuer to take reasonable steps to confirm every investor is accredited.
There are four common ways to qualify: income, net worth, professional certification, or as an eligible entity. Verification usually takes a few business days and, once completed, is generally relied upon for up to five years with written re-certification.
Find out which basis you qualify under
Three questions. Nothing is submitted, nothing is stored, and this is not a verification. It tells you which route applies and what documents to expect.
Question 1 of 3
Are you investing personally or through an entity?
Your likely basis
Answer the questions
Your result appears here, with the documents that verification typically requires.
Indicative only. This is not a determination of accredited status, not legal or tax advice, and not an offer of any security. Accreditation is confirmed only by a qualified third party as part of the verification process.
Basis 01
Income
Individual income above US$200,000, or joint income with a spouse or spousal equivalent above US$300,000, in each of the two most recent years, with a reasonable expectation of the same in the current year.
Basis 02
Net worth
Individual or joint net worth above US$1,000,000, excluding the value of your primary residence. Mortgage debt on that residence is generally excluded too, subject to specific rules.
Basis 03
Professional certification
Holding certain FINRA licences in good standing, including Series 7, Series 65 and Series 82. Also covers knowledgeable employees of a private fund with respect to that fund.
Basis 04
Entity
Entities with total assets above US$5,000,000, entities in which every equity owner is accredited, qualifying family offices, and specified institutions such as banks, insurance companies and registered investment companies.
Criteria are summarised in plain English and are not a substitute for the definition in Rule 501(a) of Regulation D. Confirm current criteria with the SEC and your own adviser.
How verification actually works
This is the part almost nobody explains. Under 506(c) the issuer carries the burden of taking reasonable steps, which is why a checkbox does not satisfy it.
AThird-party letter
Most investors choose this. You share nothing financial with us.
- A written confirmation from a CPA, licensed attorney, registered broker-dealer or SEC-registered investment adviser
- Dated within the last three months
- States that reasonable steps were taken and that you are accredited
- Usually the fastest route, often same week
BDocumentary review
Handled by a verification provider, not by our investment team.
- Income basis: tax returns, W-2s or 1099s for the two most recent years, plus a written representation about the current year
- Net worth basis: statements evidencing assets, plus a consumer credit report evidencing liabilities
- Certification basis: confirmation of licence status through the relevant regulator record
- Entity basis: financial statements, or verification of each equity owner
The five-year rule
Once you have been verified, an issuer can generally rely on that verification for up to five years, provided you give a written re-certification that you remain accredited. You do not start from scratch for every investment.
Practically: verify once, re-certify at each subscription, re-verify after five years.
Where your capital sits
You hold an interest in a property-specific U.S. entity, normally a limited liability company. Understanding your position in the capital stack matters more than any headline number.
Senior debt
The lender. Contractual interest and principal, secured by the property.
Common equity
Investors, including you, alongside the sponsor's co-investment. Paid after debt and expenses.
Sponsor promote
The sponsor's performance share, earned only after agreed investor thresholds are met.
Rent is collected
Tenants pay under the lease. Depending on the lease structure, the tenant may also carry taxes, insurance and maintenance. The offering documents state who carries what.
Operating expenses are paid
Property management, any landlord-side costs, and administration.
Debt service is paid
The lender is contractually ahead of every equity holder. If cash flow tightens, this is what gets paid first.
Reserves are funded
Capital expenditure, leasing and interest reserves as set out in the offering documents.
Investors are distributed to
Available cash goes to equity holders according to the waterfall in the operating agreement.
Sponsor promote, if earned
The sponsor participates in upside only after the agreed investor thresholds are met.
Structures vary by deal. The operative terms are always the ones in that offering's documents, not this summary.
What to expect at tax time
Private real estate is not a 1099 asset. Three things surprise first-time investors: K-1 timing, passive loss limits, and state filings where the property sits.
| Item | What happens | What it means for you |
|---|---|---|
| Schedule K-1 | The entity files a partnership return and issues you a K-1 reporting your share of income, deductions and credits. | K-1s frequently arrive after the individual filing deadline. Many private real estate investors file an extension as a matter of routine. |
| Depreciation | Real estate generates depreciation deductions, which are allocated to you on the K-1. | Taxable income can be lower than cash distributed. This is a timing effect, not a permanent saving. |
| Passive activity rules | Losses from a passive activity are generally limited to passive income, with the remainder suspended and carried forward. | You may not be able to use a paper loss against your salary in the year it arises. |
| Sale of the property | Gain is split between capital gain and depreciation recapture, which is taxed differently. | Your after-tax outcome on exit is not the same as the headline gain. Model it with your CPA before you commit. |
| State filings | Income sourced to the property's state can create a nonresident filing obligation there. | You may need to file in a state you have never lived in, in addition to your home state. Some states also withhold at source. |
General information only, not tax advice. Your position depends on your own facts. Use a CPA experienced in private real estate partnerships.
Retirement accounts and 1031 exchanges
Two questions U.S. investors ask in the first call, answered the way we would answer them on the phone.
Self-directed IRA
Yes, in most cases. A self-directed IRA or solo 401(k) held with a qualified custodian can generally hold private real estate interests. The custodian, not you personally, is the investor of record.
The honest caveat: where the property carries debt, income attributable to that leverage can be treated as unrelated business taxable income and taxed inside the account. That can require the account to file its own return. Ask your custodian and your CPA about UBTI and UDFI before you subscribe.
1031 exchange
Generally no, and we would rather say so plainly. A membership interest in an LLC is an interest in an entity, not like-kind real property, so it typically does not qualify for 1031 treatment.
Structures specifically built for exchanges, such as a Delaware Statutory Trust or a tenancy-in-common, can qualify. If a 1031 is the reason you are here, tell us at the outset so nobody wastes time.
What can go wrong
Read this before the deal terms, not after. These risks are inherent to the asset class and are not eliminated by structure or by sponsor quality.
You can lose capital
Equity sits behind debt. In a downside scenario, equity absorbs losses first and can be written down entirely.
The investment is illiquid
There is no ready secondary market for these interests. Assume you hold until the property is sold or refinanced.
Holding periods are estimates
A stated period is a plan, not a commitment. Market conditions can extend it materially.
Distributions are not guaranteed
They depend on collected rent and can be reduced, suspended or stopped.
Tenant concentration
Some assets depend on a single tenant. Default, non-renewal or credit deterioration hits income directly.
Leverage and rate risk
Debt amplifies outcomes in both directions. Refinancing risk is real where a loan matures before the asset is sold.
You are not in control
The sponsor makes operating, financing and sale decisions. Your rights are limited to those in the operating agreement.
Valuation is not marked daily
Reported values are estimates between transactions and may not reflect what the asset would fetch today.
Before you verify
The questions accredited investors ask us most, before starting verification.
Verify once, then see everything
All investing involves risk, including loss of capital. Private commercial real estate is illiquid, holding periods are estimates and distributions are not guaranteed. Offerings are made only to verified accredited investors under Rule 506(c) of Regulation D and are not available to the general public. This page is not an offer to sell or a solicitation to buy any security. Any offer is made solely through the complete offering documents. Consult your own legal, tax and financial advisers.