Twin residential condominium towers

Guides · Buying a DST

How to Buy a DST: From Sale Closing to Subscription

The buyer's path into a DST: who may sell you one and their licenses, the accreditation file, the proposal process, what subscribing commits you to, and a timeline.

By Breakwater Exchange · Reviewed by our 1031 advisory team · Last reviewed

The short answer

You buy a DST interest by subscribing to a private placement through a registered representative of a FINRA member broker-dealer or a registered investment adviser, after that person has documented that you are an accredited investor and that the offering fits your profile, and after your qualified intermediary has wired the exchange funds to the sponsor's escrow. The sequence is: choose the structure, engage the person licensed to sell it, complete the accreditation and identity file, receive a proposal of available offerings, identify the trusts by day 45, sign the subscription package and fund by day 180. The documents, the intermediary's wire and the sponsor's acceptance are covered step by step on the DST closing process; this guide covers the decisions and the people on the buyer's side of that process. A DST interest is a restricted security with no public market, and the equity can be lost in full.

At a glance

Who may sellA registered broker-dealer's representative or a registered investment adviser; unregistered sellers are unlawful
Representative examsSecurities Industry Essentials plus Series 7 or Series 22, and a Series 63 or 66 state exam
Accredited investorNet worth above $1,000,000 excluding the primary residence, or income above $200,000, or $300,000 joint, in each of the last two years
506(b) or 506(c)Most offerings are 506(b) with no public advertising; a 506(c) offering may advertise but must verify every purchaser
Identity itemsName, date of birth, address and identification number before the account is opened
Client funding stepTransfer from escrow to the intermediary to the DST can often be completed in three to five business days
Form DFiled with the SEC within 15 days after the first sale; interests are restricted securities

Decide the structure before you look at an offering, because the structure decides who you need and how fast it closes

A DST is one of three structures we place exchangers into, and the right one depends on the answers to the five questions on our first call: your closing date, the debt coming off at closing, the states involved, the income you need and who inherits. A traditional DST holds stabilized property with financing, leases and management already in place; a cash out DST is a zero cash flow structure whose operating income services the loan and which pays no current distributions; a direct title security gives you a single property through a single-member LLC.

The structure sets the timetable. Because the trust bought, financed and leased the property before the offering opened, there is nothing to underwrite in your name, which is why a DST can close in days once the file is complete; see how quickly a DST can close. The structure also sets the risk: a DST interest cannot be redeemed, has no public market, and depends on a single property or portfolio whose rent can stop, as set out on key risks of DST investments.

Settle the intermediary in the same week; the exchange agreement must be signed before your sale closes, as do I need a QI to exchange into a DST explains.

Who may sell you a DST, and the licenses to look for on the person in front of you

A DST interest is a security, and 15 U.S.C. section 78o(a)(1) makes it unlawful for a broker or dealer to use the mails or interstate commerce to effect or induce a securities transaction unless registered, with section 78o(b)(8) requiring membership in a registered securities association, which in practice means FINRA. An investment adviser is separately registered under 15 U.S.C. section 80b-3. Which capacity suits you, and what each is paid, is weighed on advisor fees and conflicts for DSTs.

FINRA Rule 1210 requires every person in a member's securities business to register in the category fitting the role, and registration takes effect only after passing the Securities Industry Essentials exam and a representative exam. For DST sales that is the Series 7, covering the solicitation, purchase and sale of all securities products, or the Series 22 for direct participation programs, plus a state law exam, the Series 63 for broker-dealer agents or the Series 66, which qualifies a person as both a broker-dealer representative and an investment adviser representative.

Verify all of it on BrokerCheck before you send anything, using the five-step check. Our representatives are registered through a FINRA member broker-dealer and licensed in all 50 states, as described on why choose us, and we expect the same search to be run on us.

The accreditation and identity file is the slowest part, so start it before your sale closes

Nearly all DST offerings are sold under Rule 506 of Regulation D. Under Rule 506(b) the issuer may sell to an unlimited number of accredited investors and to no more than 35 non-accredited purchasers who have the knowledge and experience to evaluate the investment, with no general solicitation; the SEC's description adds that purchasers receive restricted securities and that Form D is filed within 15 days after the first sale. Under Rule 506(c) the issuer may advertise, every purchaser must be accredited, and the issuer must take reasonable steps to verify it.

Rule 501(a) sets the individual tests: net worth above $1,000,000, alone or with a spouse or spousal equivalent, excluding the primary residence, or income above $200,000 in each of the two most recent years, or $300,000 jointly, with a reasonable expectation of the same this year. The documents that prove it, and the entity and trust variants, are on accredited investor rules for DSTs; if you do not qualify, the non-accredited options are different structures.

The broker-dealer's customer identification program, under 31 CFR 1023.220, must obtain at a minimum your name, date of birth, address and identification number before opening the account, and Regulation Best Interest requires the firm to build the investment profile against which any recommendation is judged and to disclose its capacity, fees and conflicts in writing before or at the recommendation. Expect a questionnaire that asks about liquidity needs and time horizon; answer it accurately, because it is the record on which a later dispute would turn.

The proposal: what we need from you, what comes back, and how to read it

Our process begins with a conversation about your financial goals, tax exposure and investment preferences, and whether we are the right fit. From that call a proposal needs five facts: your closing date, the loan balance being paid off, your adjusted basis, the states of the property and of your residence, and the income you need from the replacement. What a proposal contains explains how each part is built.

The proposal answers four questions in order: what is at stake if you do nothing, what equity and debt must be replaced, which structures fit, and which offerings are available now. For the last, step two of our process connects you directly with the sponsors offering real, available properties aligned with your timeline, with firsthand access to the managers and the deals they currently oversee. The offerings themselves are not listed on any website, for the reasons on why DST offerings are not listed online.

Read the offering package before the projections: the risk factors, the fee table and the loan terms, using reading a DST PPM and Form D. Then hand the proposal's tax page to your CPA with your closing statement and depreciation schedule. A proposal is a model; the return is your CPA's.

Reserving, identifying and subscribing: what each step commits you to, and a hypothetical calendar

Step three of our process reserves equity in one or more offerings and coordinates the identification notice with your intermediary; reservations are flexible if your sale falls through or your plans change. Identification is the one deadline that does not flex: the trusts must be named in a signed writing sent by day 45, within the three-property or 200 percent limits, and a reservation is not an identification.

Subscribing is the commitment. Step four prepares the investment documents, and step five coordinates the transfer from escrow to your intermediary and on to the DST, a transfer that can often be completed in three to five business days. What each form in the package means, and what you represent by signing, is on DST subscription documents; whether you can withdraw afterwards is on backing out after signing. Step six is the first distribution, prorated from your closing date on the schedule in the trust agreement, and never assured.

Hypothetical calendar, round numbers: you close a $2,000,000 sale on March 1 with a $600,000 loan paid off. The intermediary agreement was signed in February; the first call and the accreditation file are done by March 10; the proposal arrives March 15 with three trusts; identification is sent April 10, day 40; subscription documents are signed April 20 and the intermediary wires on April 24; the sponsor confirms your percentage on April 28, day 58. The debt figure is covered by a leveraged allocation sized with your CPA, who should check the equity and debt arithmetic before the wire.

Related questions

Can I buy a DST directly from the sponsor without a broker?

In practice sponsors sell through registered broker-dealers and advisers, and anyone paid to sell must be registered. The narrow exception for an issuer's own unpaid employees, and what fee-based pitches leave out, are on do you need a broker to buy a DST.

How much do I need to invest?

Minimums are set by each offering's memorandum and vary by sponsor and structure. How to split one exchange across several trusts, and what the minimums do to that plan, is on DST minimums and sizing.

Do I have to be accredited to exchange into a DST?

Under Rule 506(b) an issuer may admit up to 35 non-accredited purchasers who can evaluate the investment, but most sponsors admit only accredited investors, and a 506(c) offering must. Ask before you start the file.

What does the broker-dealer earn, and do I pay it separately?

The offering pays selling compensation out of the equity you invest, disclosed in the memorandum's compensation table and in the sponsor's Form D. DST fees and loads shows how much of your money reaches the real estate.

What if the offering fills before my identification is accepted?

A reservation is not an allocation and an identification is not a reservation. Name backups within the identification limits, and ask the sponsor to confirm in writing that equity is reserved for you before day 45 ends.

Sources

Checked against these publications on October 8, 2026. Rules and figures change; confirm the current version with your CPA or attorney before you act. This page is general information, not tax or legal advice.

  1. 15 U.S.C. section 78o, registration and regulation of brokers and dealers
  2. 15 U.S.C. section 80b-3, registration of investment advisers
  3. FINRA Rule 1210, Registration Requirements
  4. FINRA, Series 7, Series 22, Series 63 and Series 66 qualification exam pages
  5. 17 CFR 230.501, definitions (accredited investor)
  6. 17 CFR 230.506, Rule 506 of Regulation D
  7. SEC, Private placements: Rule 506(b)
  8. SEC, General solicitation: Rule 506(c)
  9. 31 CFR 1023.220, customer identification programs for broker-dealers
  10. 17 CFR 240.15l-1, Regulation Best Interest
  11. Rev. Rul. 2004-86 (IRS), DST interests acquired through a qualified intermediary

Ready to start the file?

Bring your closing date, loan payoff, adjusted basis, the two states and your monthly income need to a call. We will tell you which structure fits, start the accreditation file, and show current offerings from vetted national sponsors that match your exchange amount.

Free 1031 proposal

Access Investment Offerings Other Brokers Can’t Provide

Breakwater Exchange’s expert guidance helps you maximize returns while minimizing tax exposure, so you can invest with clarity and confidence.

years of experience
20+
in DST transactions
$1B+
states licensed
50
vetted national sponsors
8

Tell us about your exchange

Share the basics and an advisor will reach out with next steps.

Are you an accredited investor?

Generally, net worth over $1 million excluding your primary residence, or income over $200,000 ($300,000 with a spouse) in each of the last two years.

No obligation. A Breakwater Exchange advisor reviews every request personally.

Get My Free ProposalFree ProposalBook a Free ConsultationFree Consultation