What Creators Can Say About a Real Estate Deal Publicly

When a creator talks about a live real estate deal, the video, post and caption become part of the offering. They have to be accurate and not misleading, they must disclose how you are paid, and they cannot promise returns or hide risk. Public promotion also requires Rule 506(c).

If you are the sponsor, we built DoorRaise around that path, and the rest of this post covers the wording.

Which rules govern what you say?

Three layers apply: the exemption you chose, the antifraud rules, and the paid-promotion rule. Each answers a different question.

First, the exemption. Rule 502(c) bars general solicitation unless the exemption allows it, and Rule 506(c) is the one that does, if every purchaser is accredited and verified. See what is general solicitation and Rule 506(c) for content creators.

Second, antifraud. Rule 10b-5 makes it unlawful to make an untrue statement of a material fact, or to omit a material fact needed to make the statements made not misleading. It applies to private placements too.

Third, paid promotion. Section 17(b) makes it unlawful to publish a communication describing a security for consideration received or to be received from an issuer, underwriter or dealer, without fully disclosing the receipt of that consideration and its amount. This is one part of the broader real estate syndication compliance picture.

What is on the do and don't list?

Describe the property and plan, state who the deal is for, and link the full terms. Do not promise returns or hide a financial interest. The table below turns that into habits.

Do	Don't
Say the deal is open to accredited investors only	Say "anyone can get in"
Describe the property, market and business plan plainly	Promise or guarantee returns
Link to one deal page with terms, fees and risks	Put a projected return in a caption without assumptions
Disclose that you are the sponsor and how you are paid	Hide a financial interest or paid relationship
Show your real track record, including setbacks	Show only the wins
Say "investing involves risk, including loss of your investment"	Call it safe, risk-free or a "can't lose"
Direct money only to the escrow account named on the deal page	Ask anyone to send funds to you personally

Investor.gov says promises of high returns with little or no risk are classic warning signs of fraud. Language like that is also what regulators and plaintiffs look for first.

What do safer scripts look like?

A safer script states facts, names the exemption and points to the documents. These examples are hypothetical wording to show the contrast, not approved language.

Risky: "Guaranteed 15% returns on our new apartment deal. DM me to get in before it fills!"

Better: "We're buying a 64-unit apartment building and raising from accredited investors under Rule 506(c). The terms, fees and risks are on the deal page. Investing involves risk, including loss of your investment."

Risky (hypothetical testimonial): "My last investor doubled their money."

Better: Share only results you can document, with the deal, the dates and the context, and say that past performance does not guarantee future results. If you cannot document it, leave it out.

The risky versions share three problems: a guarantee, urgency and a result without context. Cutting those three removes most of the exposure.

Do you have to disclose that you are paid?

Yes, when the payment comes from the issuer, an underwriter or a dealer and you are publishing a communication about a security. Section 17(b) requires disclosure of the receipt of consideration and the amount.

The SEC enforced this against a celebrity in 2022. Its order found Kim Kardashian promoted a crypto asset security on Instagram and did not disclose a payment of about $250,000, and the order is covered in our creator liability post. It is a different asset class, but the statute is the same.

If you are the sponsor, you have a financial interest in the deal by definition. Say you are the sponsor and describe how you are paid, such as fees or a share of profits. If you pay others to promote, see paying capital raisers, because transaction-based pay raises broker registration questions to settle with counsel.

How should you handle numbers?

Keep projected returns in the offering documents with their assumptions, and avoid a single bare number in a caption. A projection is a chain of assumptions, and one number hides the chain.

Here is an illustration (all numbers hypothetical). A 64-unit building is priced at $9,600,000, which is $150,000 per unit.

Rent assumptions: 64 units x $1,250 x 12 months = $960,000 of gross potential rent. At 7% vacancy, vacancy loss is $67,200, so effective income is $892,800. With operating expenses of $316,800, net operating income is $576,000, a 6.0% cap rate on price (576,000 / 9,600,000).

Now change one assumption. At 12% vacancy, the loss is $115,200, income is $844,800, and NOI is $528,000, a 5.5% cap rate. A caption quoting the first number and ignoring the second would be incomplete.

What about comments, DMs and live streams?

Treat them as part of the offering too, because a reply in a comment or a DM is a communication about the securities. A few habits help.

Comments asking about returns: reply with a pointer to the deal page and documents, not an individual promise.
DMs: keep them consistent with the documents. A private promise that contradicts the deal page is the kind of statement that creates risk.
Live streams and podcasts: these are harder to review, so use an outline that matches the documents and avoid improvising numbers.
Edits and deletions: deleting a post does not undo that it was published, so save a copy of what you posted and when.

In Pino v. Cardone Capital, the Ninth Circuit held that "a person can solicit a purchase, within the meaning of the Securities Act, by promoting the sale of a security in a mass communication." The December 21, 2022 opinion revived claims under Section 12(a)(2) based on alleged Instagram and YouTube posts about real estate funds.

It did not decide whether anyone was liable, and the funds in that case were offered under Regulation A, not Rule 506(c). The plaintiff alleged the posts carried only a generic legend rather than cautionary language, which is an allegation, not a finding. We cover the litigation in the creator liability post.

What should you check before you publish?

Run every post through a short checklist before it goes out.

Does every number match the offering documents and the deal page?
Would a reasonable viewer understand the main risks?
Is your role and how you are paid disclosed?
Does it say the deal is for accredited investors only, and where to find the documents?
Did a securities attorney review the template language?
Have you saved a copy with the date?

Our take

Our take: the safest public pattern is boring on purpose. Describe the property and plan, say who the deal is for, disclose your role, and link to one page with everything else.

We think creators over-trust the disclaimer. A "not financial advice" line in a caption does not cure a specific promise made in the video above it, so write the content as if the legend were not there.

We also think the strongest trust signal is saying the downside out loud. A sponsor who names the risks plainly is easier to believe than one who only shows wins.

Trade-offs and who this is not for

Careful wording makes content less punchy, and punchy content gets more views. That is a real cost, and we think it is worth paying in a securities offering.

Not for creators who plan to pitch under 506(b). Public promotion of a live deal is not allowed there. See whether followers can invest under 506(b).
Not for anyone who wants approved language from a blog post. These examples are not legal advice, so have your attorney review your own scripts.
Not for creators with non-accredited audiences who want everyone in. See non-accredited followers and real estate options.

Common mistakes:

Quoting a projected return as a headline.
Thumbnails and titles that imply certainty.
Forgetting that edits, clips and reposts by others carry your name.

How DoorRaise fits in

DoorRaise helps sponsors raise equity for apartment buildings with 5+ units from people who already trust them, under Rule 506(b) or 506(c). It is software, legal document preparation, escrow coordination and verification services, not a law firm, broker-dealer, investment adviser, funding portal, bank or escrow agent. We do not review your posts or give legal advice, so wording stays with your attorney.

We charge three flat fees and take 0% of the raise or profits.

The $500 setup fee, due when you submit the deal, covers forming the deal's LLC, investor documents from attorney-approved templates, an escrow account in the deal's name, the deal page, live call sign-up, and accreditation checks on every investor.

The $5,000 closing fee, paid from the funds raised and only if the deal closes, covers attorney review of the offering documents, sponsor background, purchase contract, title and loan checks, and the Form D filing.

The $3,500 yearly fee covers bookkeeping, the tax return and K-1s while you own the property.

The deal page gives your posts one place to point to, and funds go to an independent escrow agent named on the deal, not to you. State filing fees are included in the $5,000 closing fee. See flat-fee pricing.

Ready to raise? Create your free sponsor page or see pricing.

FAQ

Can I show projected returns in a video?

Keep projections in the offering documents with assumptions and risks beside them. A number said on camera without that context can later be treated as evidence of what you promised.

Do I have to say I'm paid?

If you are paid by an issuer, underwriter or dealer to publish a communication about a security, Section 17(b) requires disclosing the payment and its amount. Sponsors should also say they are the sponsor and how they are paid.

Can I use testimonials?

Only accurate, documented ones with context, and without cherry-picking. Ask your attorney about wording.

What if someone asks about returns in the comments?

Point them to the deal page and the offering documents. Do not give individualized promises in comments or DMs.

Does a disclaimer in the caption protect me?

It helps, but it does not cure a misleading statement elsewhere in the same post. Rule 10b-5 looks at whether statements are misleading in light of the circumstances.

Is educational content about syndication allowed?

Generally, yes, if it is truly educational and kept separate from a live offering. Once a post points to a live deal and invites investment, treat it as part of the offering.

Sources

This article is general information, not legal, tax or investment advice. Talk to a securities attorney before you market an offering. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.