The S-11 REIT or Non-Traded REIT

The SEC Form S-11 is a registration statement that real estate companies use to register securities offerings of non-traded real estate investment vehicles. It allows these companies to offer and sell their securities to the public. The rules and regulations governing the registration of securities, including Form S-11, fall under the Securities Act of 1933. Here are some key rules and requirements for SEC Form S-11 registration:


The company seeking registration must be engaged primarily in the acquisition and holding of real estate or real estate interests. These can include real estate investment trusts (REITs), real estate limited partnerships and other similar entities.

Full and Fair Disclosure

The registration statement must include all material information about the company, its business operations, properties, financial condition, and management. The goal is to provide potential investors with complete and accurate information to make informed investment decisions.


The registration statement serves as a prospectus for potential investors. The prospectus must include information such as the terms of the offering, the intended use of proceeds, risk factors, and details about the real estate assets held or to be acquired by the company.

Financial Statements

The company must provide audited financial statements, including balance sheets, income statements, and cash flow statements, for a specified period. The financial statements should be prepared following generally accepted accounting principles (GAAP).

SEC Review

The SEC will review the registration statement and provide comments or requests for additional information if necessary. The company must address these comments and amend the registration statement accordingly before it can be declared effective.

State Securities Law

In addition to federal registration requirements, the company must comply with state securities laws in each state where it intends to offer and sell its securities.

Continuous Reporting

After the registration becomes effective, the company must continue to file regular reports with the SEC, providing updates on its financial condition, business operations, and other relevant information.

Liability for Misstatements

The company and its officers, directors, and underwriters can be held liable for any material misstatements or omissions in the registration statement or prospectus.

The Advantages

Registering a non-traded investment fund under SEC Form S-11 offers several advantages for the fund sponsor, despite the fund not being traded on public exchanges. These benefits include:

Enhanced Credibility and Trust

SEC registration can significantly boost the credibility of the fund in the eyes of investors and other stakeholders. Compliance with SEC regulations and the transparency that comes with it can build investor confidence.

Access to a Wide Investor Base

Registration allows the fund to market to a broader audience, potentially attracting a larger and more diverse investor base, including institutional investors who may prefer or require investments in registered securities.

Regulatory Oversight and Investor Protection

Being SEC-registered brings a level of oversight that can be reassuring to investors. It shows that the fund adheres to stringent regulatory standards, which can protect investor interests and potentially reduce the risk of fraud.

Improved Governance and Processes

The process of registration and ongoing compliance with SEC regulations can lead to improved internal governance, better risk management practices, and more robust operational processes.

Potential for Future Public Offering

For non-traded funds considering a future transition to a public offering, SEC registration is a critical step. It prepares the fund for the rigors of being a public entity and can make the transition smoother.

Greater Transparency and Reporting Discipline

Regular reporting requirements imposed by the SEC can enforce a higher level of discipline in financial and operational reporting, leading to more accurate and reliable information for decision-making.

Enhanced Fund Valuation

The increased transparency and regulatory compliance can contribute to a more accurate and potentially higher valuation of the fund, as investors have a clearer understanding of the fund’s performance and risks.

Institutionalization of the Fund

SEC registration can be a key step in the institutionalization of a fund, moving it from a privately-held entity to one that operates under public market standards, even if it is not publicly traded.

Preparation for Changing Regulatory Environment

In a changing regulatory landscape, being proactive in compliance can position the fund favorably for future regulatory shifts.

While these advantages are significant, fund sponsors must also consider the costs and challenges associated with SEC registration. These include compliance costs, operational adjustments and ongoing regulatory requirements. The decision to launch a non-treded REIT should align with the fund’s long-term strategy and its ability to manage the demands of being a registered entity.

The Disadvantages

Registering a non-traded investment fund under SEC Form S-11, which is typically used by real estate investment trusts (REITs) and other real estate entities, involves several disadvantages for the fund sponsor. While non-traded funds are not subject to the same market volatility as publicly traded entities, they still face challenges associated with SEC registration:

Regulatory Compliance Burden: Even for non-traded funds, SEC registration requires adherence to strict regulatory standards, including detailed reporting and disclosure obligations. This can be resource-intensive and may require additional staff or external advisors to ensure compliance.

Operating Costs

The costs associated with preparing for and maintaining SEC registration are significant. These include legal, accounting and auditing fees, which can be substantial for a non-traded fund.

Public Disclosure Requirements

SEC registration necessitates public disclosure of financials, operational strategies, and management information. For sponsors preferring operational privacy, this transparency can be a drawback.

Restrictions on Fund Operations

Compliance with SEC regulations might impose certain restrictions on fund operations, investment strategies, and fund structure, potentially limiting flexibility in fund management.

Focus Shift

The additional focus on regulatory compliance and reporting can divert attention and resources from the core objective of managing the fund’s investments effectively.

Investor Relations Management

Registered funds need to manage investor relations more formally, which includes addressing investor queries, providing regular updates, and ensuring transparent communication. For this reason, registered funds are generally required to engage a professional third-party transfer agent.

Potential Legal Liabilities

Increased exposure to legal risks, such as shareholder lawsuits or regulatory actions, can arise due to the stringent requirements for disclosures and governance.

Time and Resource Intensive

The process of registration and ongoing compliance is not only costly but also time-consuming, requiring significant management attention and resources.

Limited Liquidity Benefits

: Unlike publicly traded funds, non-traded funds do not offer the same level of liquidity to investors, which can make the appeal of SEC registration less compelling.

Long-Term Commitment

Once registered, the fund is committed to long-term adherence to SEC rules and regulations, which might not align with the evolving business strategies or market conditions.

These disadvantages reflect the complex nature of balancing regulatory compliance with operational efficiency and strategic flexibility. For non-traded fund sponsors, the decision to register under SEC Form S-11 should be made after careful consideration of these factors and how they align with the fund’s objectives and capabilities.

Why a Non-Traded REIT?

The primary reason fund managers choose the non-traded REIT structure is to access a stable capital base from the broadest possible field of potential investors. Non-traded REITs are not subject to the same market fluctuations as publicly traded REITs, providing a more stable investment environment. This stability allows fund managers to focus on long-term property value appreciation and income generation without the pressure of short-term market volatility. This structure can be particularly attractive for investments in real estate assets that benefit from longer-term holding strategies.