Apartment complex deal - only accredited investors???

[Ryan Franklin]

Hi BPers. I need some help! I am putting together my first deal for an apartment complex. I have lined up interested investors, but many of them are not "accredited." Am I only able to accept investment from accredited investors?

I did some research and found the following table describing 506(b) vs 506(c) offerings:

The way I interpret this is as long as there is a pre-existing relationship with the investor(s), there should be no problem, correct?! These are long standing friends of mine, so I'm hoping this will put me in the clear. But what happens if my friends then get other interested parties? They wouldn't pass the "pre-existing relationship" test, but I also didn't "advertise" to them. Ugh...I need a lawyer. Luckily they are plenty of you on here! Any RE lawyer types in Fayetteville, NC?!

Now...how the heck do I "register" as a 506(b) offering?! It's incredible how many rabbit holes you have to explore your first time around!