How Do You Report a 721 Exchange on a Tax Return?
A 721 exchange is generally reported as a nonrecognition contribution rather than a taxable sale, so there may be no immediate capital gain to report when you contribute property to an UPREIT in exchange for OP units. Tax reporting can become more involved after the exchange, especially if you receive partnership distributions, convert units to REIT shares, or redeem units for cash.
What Real Estate Is Eligible for a Section 721 Exchange?
Real estate eligible for a Section 721 exchange is generally investment or business-use property that a REIT wants to acquire through its operating partnership. In practice, that usually means appreciated commercial real estate, and in some cases property first exchanged into a DST and later contributed into an UPREIT, if the sponsor offers that option.
What Are the Tax Implications of a 721 Exchange?
A 721 exchange generally defers, rather than eliminates, taxes when you contribute appreciated investment real estate to a REIT operating partnership in exchange for OP units. The main tax benefit is postponing capital gains tax and depreciation recapture, but a later conversion of OP units into REIT shares or cash usually triggers a taxable event.
721 Exchange Fund vs. UPREIT: Is There a Difference?
Yes. In most cases, there is no meaningful difference. A 721 exchange is the tax-code mechanism, while an UPREIT is the structure that makes the transaction possible. When people say “721 exchange fund,” they are usually referring to an UPREIT program that accepts property in exchange for operating partnership units.
How Do You Complete a 721 Exchange? A Step-by-Step Process
You complete a 721 exchange by contributing qualifying investment real estate to a REIT operating partnership, usually after advance underwriting, valuation, legal review, and closing coordination, in exchange for OP units instead of cash. Many investors first complete a 1031 exchange into a property or DST that fits the REIT’s requirements, then later move that asset into the UPREIT.
What Is a 721 Exchange Fund?
A 721 exchange fund is generally an UPREIT structure that lets an investment property owner contribute real estate to a REIT’s operating partnership in exchange for operating partnership units instead of selling the property for cash. The main appeal is potential tax deferral, along with a move from direct property ownership into a more passive real estate investment.
