You Can 1031 Exchange Into A REIT, Here's How

You Can 1031 Exchange Into A REIT, Here's How

Posted by David Wieland on Jan 6, 2023

Rolling From Property to REIT

Some 1031 exchange investors have wondered whether they can sell their investment properties and complete a 1031 exchange into a Real Estate Investment Trust (REIT). The short answer is yes, but investors must follow some complex steps to successfully complete the exchange.

Some real estate professionals might say it’s not possible to 1031 exchange into a REIT since holding real property assets is different from holding shares of a REIT. The path between swapping your investment property for REIT ownership is somewhat complex, but it is possible.

Keep reading to learn how it’s done – but first let’s explain the nature of real property, 1031 exchanges, and REITs.

Defining Real Property and Securities

When you sell an investment property, you are disposing of a tangible asset that the IRS classifies as “real property." Internal Revenue Code Section 1031 allows investors to exchange investment properties for “like-kind” assets to be held for productive use in a trade or business or for investment purposes. You can defer any accumulated capital gains taxes by finding one or more similar properties and reinvesting the entirety of your sales proceeds within a certain time frame.

REITs also handle real property, but the investment structure is much different. REITs buy real estate properties and hold them in a portfolio. Investors buy shares in the REIT rather than the properties within the portfolio. Cash is derived from dividends rather than rental income – and that’s why REITs are defined as securities rather than real property.

In order to successfully complete a tax-deferred 1031 exchange, you can’t directly exchange out of your property and into a security since they aren’t like-kind assets.

Getting There By Exchanging

You can transition from being a property owner to a REIT investor by exchanging your real property assets for shares of a Delaware Statutory Trust (DST). You then have the option to convert ownership of DST shares into Operating Partnership (OP) units through an Umbrella Partnership Real Estate Investment Trust, or UPREIT.

If a REIT investment is your final destination, consider fractional ownership in a DST and subsequent conversion into an UPREIT as your next steps. Many REITs offer UPREITs as a way for DST investors to convert their DST interests into OP units in an UPREIT. Since this conversion is being made into a partnership, you still can defer capital gains taxes – unless you decide to convert your UPREIT OP units into REIT shares. 

There can be some potential advantages and drawbacks to this type of exchange. Possible benefits could include:

  • Liquidity. Real property assets aren’t considered liquid investments. However, your UPREIT OP units can generate liquidity if you exchange them into REIT shares. Keep in mind, though, that you will generate a taxable event.
  • Diversification. Rather than having a single property providing cash flow, you can create a portfolio that has potentially more balance against economic volatility through an UPREIT investment.
  • Efficient estate planning. UPREIT OP units can be passed down to your heirs on a stepped-up basis, which can eliminate accumulated capital gains taxes (unless the units are converted into REIT shares).

The main issue to consider is that once you complete the UPREIT process, you are at the end of the line – you can’t 1031 exchange out of an UPREIT back into real property. Your investment must remain in the form of UPREIT OP units to continue deferral of capital gains taxes.

How It Works

Here’s how the UPREIT process works from both the sponsor and investor perspectives:

  1. Typically, a sponsor places an institutional-grade asset from a REIT or a new acquisition, into a newly formed Delaware Statutory Trust.
  2. The DST offers 1031 exchange and other investors a predetermined amount of equity during the syndication period. A pool of investors acquire beneficial interests in the trust and begin earning distributions similar to an investment in a standard DST investment.
  3. After a hold period of two to three years, which satisfies the IRS safe-harbor guidelines for investment properties, the sponsor executes a Section 721 UPREIT on the property held under trust. Investors then exchange their DST beneficial interests for operating partnership units in an entity that’s owned by the REIT.
  4. After a predetermined lockout period, investors can choose to redeem their OP units for common stock in the REIT or for cash. Redemptions are subject to terms laid out by the REIT.

The Bottom Line

Exit strategies can be difficult for real property and DST investors. The UPREIT structure provides a way for investors to potentially realize increased liquidity and portfolio diversification, although the road can be several years long and complicated. Additionally, the inability to continue deferring capital gains tax liabilities by completing 1031 exchanges may outweigh these benefits. Consulting with a financial expert with experience in DSTs, UPREITs, and REITs may prove beneficial to investors considering divesting real property assets for shares in a REIT.


This material is for general information and educational purposes only. Information is based on data gathered from what we believe are reliable sources. It is not guaranteed as to accuracy, does not purport to be complete and is not intended to be used as a primary basis for investment decisions. It should also not be construed as advice meeting the particular investment needs of any investor. Realized does not provide tax or legal advice. This material is not a substitute for seeking the advice of a qualified professional for your individual situation. Costs associated with a 1031 transaction may impact investor’s returns and may outweigh the tax benefits. An unfavorable tax ruling may cancel deferral of capital gains and result in immediate tax liabilities. All investments have an inherent level of risk. The value of your investment will fluctuate with the value of the underlying investments. You could receive back less than you initially invested and there is no guarantee that you will receive any income. There is no guarantee that companies that can issue dividends will declare, continue to pay, or increase dividends. A REIT is a security that sells like a stock on the major exchanges and invests in real estate directly, either through properties or mortgages. REITs receive special tax considerations and typically offer investors high yields, as well as a highly liquid method of investing in real estate.  There are risks associated with these types of investments and include but are not limited to the following: Typically no secondary market exists for the security listed above. Potential difficulty discerning between routine interest payments and principal repayment. Redemption price of a REIT may be worth more or less than the original price paid. Value of the shares in the trust will fluctuate with the portfolio of underlying real estate. Involves risks such as refinancing in the real estate industry, interest rates, availability of mortgage funds, operating expenses, cost of insurance, lease terminations, potential economic and regulatory changes. This is neither an offer to sell nor a solicitation or an offer to buy the securities described herein. The offering is made only by the Prospectus. Investors who 1031 Exchange into an upREIT have exchanged into a security and therefore no longer own real estate. Since the investor now owns a security, he or she cannot 1031 Exchange out of the upREIT and into other real estate. The sale or disposition of their interest in an upREIT will result in a taxable transaction, including the recognition of their deferred capital gain and any depreciation recapture. The upREIT also has control over the asset they 1031 Exchanged into and therefore has control over  the sale or disposition of the asset. The sale or disposition of the asset can trigger the recognition of the investors deferred capital gain and any depreciation recapture. Some upREIT sponsors will guarantee that they will not trigger any taxable gain for a specified number of  years, while others remain silent regarding the potential for triggering the deferred taxable gain.

A Guide to UPREIT Transactions

A Guide to UPREIT Transactions
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A Guide to UPREIT Transactions

A Guide to UPREIT Transactions

Learn more about the UPREIT process.

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