How to Buy an Office Building With Investor Capital in 2026
by Raises.com
This article is general information, not legal, tax, securities or investment advice. Laws, rates and programs change, and the details here may no longer be current. Confirm anything you plan to act on with your own counsel and accountant.
Buy an office building with investor capital by putting it in its own SPV, writing the lease risk into the investor documents, and structuring the raise before a lender sees the deal. Office investors ask about when the leases end and who pays to fill empty space. Answer those questions on paper first. Then the lender and the investors read the same deal.
Neither client file in this post is an office building. Dr. Roberta Hoskie of RH Legacy Partners builds modular affordable homes in Pennsylvania, and Dave Klivans of ag.online buys real estate that has included a memory care facility. Both worked with Raises.com®, and the structure they used carries over to an office building. The tenant questions are where office is different.
1. One building, one SPV
A single-asset SPV holds one building and nothing else. Its investors own that building, its debt sits on that building, and its problems stay inside it. Dr. Hoskie's fund uses a separate special purpose vehicle for each project, starting with Altoona, so one project's risk and one project's investors stay ring-fenced from the next. For office that matters more. If one building loses its largest tenant, investors in your next building are not exposed to it.
Commercial lenders commonly want a single-purpose borrower anyway. Set the SPV up before you sign the purchase agreement, or assign the contract into it before closing. Investors subscribe into the SPV, never into you personally.
2. Pick the exemption before the first investor conversation
Rule 506(b) lets you take unlimited accredited investors and up to 35 non-accredited investors, with no general solicitation. Rule 506(c) lets you market openly, but every investor must be accredited and verified. Choose before you speak to anyone. The first public post about the deal can decide the exemption for you. Dr. Hoskie's package was standardized on 506(b) across every document after an early 506(c) draft, so her non-accredited community was supported from the start.
Non-accredited investors carry a cost. Under Rule 502(b), a 506(b) offering with any non-accredited buyer must give those buyers the disclosure the rule lists, financial statements included. File Form D within 15 days of the first sale, as Rule 503 requires.
3. Lease roll and tenant credit
The lease roll is the first page an office investor reads. It lists each tenant, the space they take, the rent and the date their lease ends. In a multifamily building one move-out is one unit among many, while in a small office building one tenant can carry a large share of the rent. A lease that ends in year two is a question every investor will ask. Put the answer in the PPM before they ask it.
Tenant credit is the second question. Who signs the lease, and what stands behind that signature? A regional firm's operating company, a single-location practice and a startup carry very different risk at the same rent. Get a tenant estoppel certificate from each tenant before closing. It confirms the rent, the term and that no defaults are claimed.
4. The re-tenanting budget
Office space does not refill for free. A new tenant usually needs build-out of the space, the landlord pays leasing costs to bring them in, and rent often starts months after the old tenant leaves. Investors who know office will ask for that budget by suite. Show it in the financial model, with the cash reserved at closing to pay it.
A multifamily turn is paint and cleaning. An office turn can be walls, wiring and months without rent, which is why the reserve belongs in the sources and uses and never as a footnote. If the reserve does not fit, the price is wrong.
5. The six documents, in order
Dr. Hoskie's investor package had six documents. They were the private placement memorandum, the subscription agreement, the operating agreement, an accredited investor questionnaire, a qualified institutional buyer questionnaire and an operating company equity purchase agreement. A certified cap table sat beside them. For an office building, the PPM's risk factors should name the largest tenant and when its lease ends.
The order matters as much as the set. An investor reads the disclosure, signs the questionnaire that fits their status, and signs the subscription agreement. Only then does the sponsor open the bank account under the SPV, get its EIN and take the money. As it was put to Dr. Hoskie on a June 2026 call: "the moment you take money from an investor is the moment you start to owe them money on their returns."
6. Structure the raise before you approach the lender
A lender sizes the loan off the building's income and then asks where the rest of the money comes from. Equity organized in a compliant SPV with signed documents is something a lender can underwrite. A list of interested friends is a hope. Structure first, take the lender's terms to size the equity, then raise into that number.
Dave Klivans handed debt and equity sourcing to Raises.com® so he could focus on sourcing and closing deals. The team put his holdings into one data room and built a model across his personal and business entities to show the debt service coverage figures his lenders required. In his words, "the capital allocation process is done for me."
Office vs multifamily: what investors ask
| Question investors ask | Multifamily | Office |
|---|---|---|
| How long are the leases? | Usually a year or less | Usually several years per tenant |
| How concentrated is the rent? | Spread across many units | Often carried by a few tenants |
| What does a move-out cost? | A unit turn: cleaning, paint, repairs | Build-out for the next tenant, leasing costs and months without rent |
| What schedule do they read first? | The rent roll and occupancy | The lease expiration schedule by tenant |
| What confirms the leases before closing? | A rent roll and a lease audit | An estoppel certificate from each tenant |
Frequently asked questions
Can I use an SBA loan to buy an office building with investors?
Not for a building you buy to rent out. SBA rules at 13 CFR 120.110 make passive real estate businesses ineligible, and an owner-occupied purchase needs the operating business to occupy at least 51% of an existing building. An investor-owned office building is financed with conventional commercial debt.
How many investors can I have in a 506(b) office deal?
Unlimited accredited investors and up to 35 non-accredited investors. Each non-accredited investor must be sophisticated, alone or with a representative. Any one of them triggers the Rule 502(b) disclosure requirements.
What documents do investors need to buy into an office building?
The PPM, the subscription agreement and the operating agreement, plus the questionnaire that fits each investor. Add the lease expiration schedule, tenant estoppels and the re-tenanting budget to the data room. Investors who know office open those three first.
Should I find the lender or the investors first?
Build the structure first, then get the lender's terms, then raise. The lender's terms decide how much equity the deal needs. The structure decides whether you can legally take it.
What is a single-asset SPV?
It is a company formed to own one building and nothing else. Investors buy units in it under the operating agreement, the loan sits on it, and a problem in that building stays there.
Raises.com® builds the structure behind the building, so the raise is legally and financially sound before an investor or a lender reads it. That means the PPM, the subscription and operating agreements, CFA financial proformas and the data room. See how acquisition capital gets structured at https://raises.com/buy-a-business, or book a strategy call at https://raises.com/call.
General information, not legal, tax, securities or investment advice. Laws, rates and programs change, and the details here may no longer be current. Confirm anything you plan to act on with your own counsel and accountant.