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Pros and Cons of Deferring Taxes with a 721 Exchange

Pros and Cons of Deferring Taxes with a 721 Exchange


A 721 exchange offers certain advantages and disadvantages when it comes to deferring taxes. On the positive side, it allows investors to postpone tax liabilities and potentially increase investment returns.

It enables diversification and flexibility in managing real estate portfolios. However, drawbacks include limited eligibility, potential risks associated with illiquid investments, and the eventual requirement to pay taxes upon selling or exiting the investment.

Individuals considering a 721 exchange should carefully evaluate their specific financial circumstances and consult with tax professionals before proceeding.


A 721 exchange, also known as a UPREIT (Umbrella Partnership Real Estate Investment Trust) exchange, is a tax-deferral strategy that allows real estate investors to defer capital gains taxes by contributing their property to a partnership or REIT in exchange for operating partnership units (OP units). This article examines the pros and cons of deferring taxes with a 721 exchange to help individuals understand the potential benefits and drawbacks of this investment strategy.

Pros of Deferring Taxes with a 721 Exchange

Tax Deferral:

One of the primary advantages of a 721 exchange is the ability to defer capital gains taxes. By contributing real estate assets to a partnership or REIT, investors can postpone their tax liabilities, potentially allowing for increased investment returns over the deferral period. This can be particularly beneficial for individuals who wish to reallocate their capital without incurring immediate tax consequences.


Another benefit of a 721 exchange is the opportunity for investors to diversify their real estate portfolios. By exchanging a single property for OP units in a partnership or REIT, investors gain exposure to a broader range of properties held by the entity. This diversification can help reduce risk and potentially increase long-term returns by spreading investments across different geographic locations and property types.


A 721 exchange provides flexibility in managing real estate investments. Investors can exchange properties without being limited to specific properties available on the market. This flexibility allows for strategic portfolio adjustments based on market conditions, investment goals, or changes in personal circumstances. Additionally, investors have the option to sell or exchange their OP units at a later time, providing liquidity and the ability to adapt their investment strategies as needed.

Cons of Deferring Taxes with a 721 Exchange

Limited Eligibility:

721 exchanges are subject to certain eligibility requirements. Only properties held for investment or business purposes qualify for tax deferral under Section 721 of the Internal Revenue Code. Personal residences and properties held primarily for sale do not meet the criteria. It’s crucial to carefully review the qualifications and consult with tax professionals to ensure eligibility before pursuing a 721 exchange.

Illiquid Investments:

Participating in a 721 exchange involves investing in OP units, which may be illiquid compared to directly owning real estate. While partnerships or REITs can offer periodic distributions, selling OP units might be more challenging and subject to restrictions compared to selling individual properties. Investors should consider the potential liquidity constraints and their investment horizon when evaluating the suitability of a 721 exchange.

Future Tax Obligations:

Although a 721 exchange allows for the deferral of capital gains taxes, it’s important to note that the tax liability is not eliminated. When investors eventually sell or exit their investment in the partnership or REIT, they will be required to pay taxes on the deferred gains at the prevailing rates. This future tax obligation should be considered when assessing the long-term tax implications and overall financial planning.


A 721 exchange can be an effective strategy for deferring taxes and achieving diversification in real estate investments. The ability to postpone tax liabilities, gain flexibility, and access a broader range of properties are key advantages. However, limited eligibility, potential illiquidity, and future tax obligations are important considerations.

Before engaging in a 721 exchange, investors should thoroughly evaluate their financial circumstances, investment goals, and risk tolerance. Consulting with tax professionals and financial advisors is crucial to ensure a comprehensive understanding of the benefits and drawbacks specific to individual situations.

While tax deferral can provide short-term advantages, it’s important to remember that taxes will eventually need to be paid. Investors should carefully consider their long-term tax planning and financial goals when deciding whether a 721 exchange is the right strategy for them. Additionally, it’s crucial to assess the liquidity of the investment and understand the potential limitations on selling OP units, as this can impact an investor’s ability to access funds when needed.

Eligibility requirements play a significant role in determining whether a property qualifies for a 721 exchange. Only properties held for investment or business purposes meet the criteria, meaning that personal residences and properties primarily held for sale are excluded. It is essential to consult with tax professionals to ensure compliance with these requirements and avoid any unexpected tax consequences.

Another consideration is the potential risks associated with illiquid investments. While a 721 exchange offers diversification, investing in OP units may limit an investor’s ability to sell their holdings quickly. Unlike individual properties, which can be sold on the open market, OP units may have restrictions and limitations on selling. Investors should carefully evaluate their investment horizon, liquidity needs, and risk tolerance when considering a 721 exchange.

Ultimately, the decision to pursue a 721 exchange should be based on a comprehensive analysis of an individual’s financial situation, investment objectives, and tax planning goals. While the ability to defer taxes and gain diversification can be advantageous, it’s important to weigh these benefits against the potential limitations and future tax obligations. Engaging the expertise of tax professionals and financial advisors is crucial to ensure informed decision-making and mitigate any potential risks or drawbacks associated with a 721 exchange.

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