05/07/2024
Till Exchange Do us Part💍
Partnerships can do 1031 exchanges.😁 Partners can not.🥺
So, when partners want to sell and part ways, can they get 1031 exchange tax benefits?🤷
Thankfully, there are many options available.🥳 The appropriate one for each scenario depends on its unique set of tax and financial circumstances.
Tax Geeks will, rightfully, point out that this stuff can get super-complex. Still, helpful for us all to know what the options are.😎
▶️Partner Buy-Out: The partners/partnership buy out the partners that desire to cash out. This can be done pre- or post-exchange.
▶️Swap and Drop: The partnership continues through the exchange and, post-exchange, replacement property is distributed to cash-out partners who may sell it to generate their desired cash.
▶️Drop and Swap: In a Drop and Swap the partnership is terminated and the partnership distributes its property to the partners pro rata as co-tenants. Each TIC owner may then freely and independently cash out or exchange, as they desire.
▶️Partial Drop and Swap: Distribute Tenancy-in-Common ("TIC") interests to the cash-out partners in a redemption of their partnership interests. The partnership then does the exchange.
▶️Partnership Division: The partnership undergoes a "partnership division" and divides into two separate partnerships, each owned by at least two of the partners. If a new partnership contains partners, who together, owned more than 50% of the original partnership, it is deemed to be a continuation of the original partnership.
▶️Asset tracking: The original partnership continues and executes the exchange, acquiring as replacement property the respective separate assets desired by the respective partners. The partnership agreement is amended to disproportionately allocate the respective income/loss from the properties, so that each of the partners is allocated income/loss from their desired 1031 replacement property.
▶️Electing out of Subchapter K partnership tax regime: Partnership taxation is governed by subchapter K and §761(a) authorizes the IRS to permit members of an unincorporated organization to elect out of all or part of subchapter K.
▶️Installment Note Distribution ("PIN Transaction"): The partnership sells the property for a mix of cash and seller carryback note, eligible for installment sale tax treatment. Prior to receiving any payments on the note, the partnership distributes the note to the partner cashing out, who receives payments on the installment note and recognizes gain. The partnership goes on to acquire replacement property with the cash proceeds received from the sale of the relinquished property.
▶️Synthetic Drop and Swap: Conversion to DST, followed by independent exchanges or cash-outs
Did I leave anything out? Want more info about any of these? Have some critical feedback? Please let me know!🙏