Rule 144 Holding Period: When CRE Investors Can Sell

By Commertize Desk · Published 29 October 2026

The Rule 144 holding period is the minimum time an investor must hold a privately placed security before reselling it publicly without registering the sale. For an interest in a commercial real estate deal sold under Regulation D, that period sets the earliest date a secondary market can do anything for the investor. Putting the asset on a blockchain lets the position move in seconds. It does not change when the investor is allowed to sell. Sponsors who understand the clock can promise investors a liquidity date that is real.

What the rule says

Securities bought in a private placement are "restricted securities" under the Securities Act. Rule 144 (17 CFR 230.144) is the main safe harbor for reselling them. In its 2007 amendments (Release 33-8869), the SEC cut the holding period to six months for securities of issuers that file reports with the SEC, and to one year for non-reporting issuers.

Almost every single-asset CRE vehicle, such as an LLC, an LP or a Delaware statutory trust, is a non-reporting issuer. In practice, then, the CRE clock is one year.

When the clock starts

The period runs from the date the investor bought the security and paid the full purchase price. That detail matters more than it seems:

• Capital calls. If an investor commits $250,000 but funds it in tranches, the safest reading is that each tranche has its own clock. A position funded over 18 months does not become sellable all at once.
• Promissory notes. Paying with a note generally does not start the clock unless the note is full-recourse and backed by collateral other than the security itself.
• Tacking. A buyer from a non-affiliate can often add the seller's holding period to their own. This is what lets a secondary market work: a buyer in month 14 does not start again at zero.
• Distributions reinvested into new units can start new holding periods for those units.

Each of these is a data question: on what date was each unit fully paid, and by whom? A cap table kept in spreadsheets answers it badly. A ledger that records funding date and payment status for each unit answers it directly, and that is where on-chain recordkeeping makes a real difference.

What happens after the year

Once a year has passed, a non-affiliate of a non-reporting issuer can generally resell freely under Rule 144. Affiliates, meaning the sponsor, its principals and anyone who controls the issuer, face continuing conditions: volume limits, manner-of-sale rules and, for non-reporting issuers, a requirement that current public information about the issuer be available. Before a CRE sponsor's own team sells, it should check these conditions with counsel.

Rule 144 is not the only route. Private resales to accredited buyers have long relied on the so-called "Section 4(a)(1½)" practice, and the SEC added Section 4(a)(7) to the Securities Act through the FAST Act in 2015. That provision lets holders resell to accredited investors before the holding period ends, provided disclosure conditions are met. For CRE investors who need an earlier exit, accredited-only resales are often the real liquidity route in the first year.

Why it shapes the secondary market

Secondary venues for private securities, mostly alternative trading systems run by registered broker-dealers, match orders between eligible buyers and sellers. They do not decide eligibility. They depend on the transfer agent or the on-chain register to confirm three things on every trade: the units have passed their holding period or qualify for an exemption; the seller is not an affiliate, or affiliate conditions are met; and the buyer is eligible.

If any of those facts sits only in a lawyer's file, the trade waits. That is why so many private CRE offerings describe themselves as "transferable" but do not trade. The ability to transfer exists, but the evidence needed to approve a transfer does not travel with the position. The three facts that unlock liquidity are funding date, affiliate status and buyer eligibility, and all three can be recorded at the unit level and checked automatically before a transfer settles.

What a sponsor should do

Before the raise, a sponsor planning secondary liquidity should:

1. Fund each subscription in a single payment where possible so each investor has one clock, not several.
2. Record the date each unit was fully paid on the register itself, not in a separate spreadsheet.
3. Identify affiliates at issuance so their units carry the right restrictions from the start.
4. Disclose the liquidity timeline in the offering documents: accredited-only resales in year one, and broader resale after the holding period, subject to venue availability.
5. Plan the information package affiliates will need if they intend to sell under Rule 144 later.

None of this guarantees there will be a buyer. That depends on the asset, how it is reported and the depth of the venue. But it removes the most common reason a willing buyer and seller cannot complete a trade.

For background on how a CRE interest is structured as a digital security in the first place, see what RWA tokenization means in plain English, and for how issuance, recordkeeping and transfer fit together, see how Commertize's digital capital markets work.

What to do next

If you have a commercial property you are considering bringing to market, start at Commertize's commercial real estate tokenization page.

Prefer email? Send the offering memo or a short asset summary to deals@commertize.com. We reply within one business day, with no obligation to engage us.