
UpREITs offer a unique investment opportunity that combines the benefits of real estate and tax efficiency. They allow investors to pool their resources and invest in a diversified portfolio of properties.
By using a master limited partnership (MLP) structure, UpREITs can pass through tax benefits to investors. This means that investors can potentially reduce their tax liability, which can increase their returns.
UpREITs provide a way for investors to gain exposure to the real estate market without directly owning physical properties. This can be beneficial for those who want to diversify their portfolio without the hassle of directly managing properties.
Investors can also benefit from the economies of scale that UpREITs offer, as they can negotiate better deals with property managers and vendors due to their larger size.
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What is an UpREIT?
An UPREIT, also known as an Umbrella Partnership Real Estate Investment Trust, is a real estate investment structure that allows property owners to exchange their real estate assets for shares in a partnership.
This structure allows the partnership to hold the real estate assets and operate them as an investment property, with the property owner becoming a limited partner and receiving units in the partnership.
The units can be traded like shares of stock, providing a liquid asset for the property owner.
Definition of

An UPREIT, or Umbrella Partnership Real Estate Investment Trust, is a real estate investment structure that allows property owners to exchange their real estate assets for shares in a partnership.
Property owners can exchange their real estate assets for shares in a partnership, which is the core concept of an UPREIT.
The partnership then holds the real estate assets and operates them as an investment property, providing a new way for property owners to manage their assets.
As a limited partner, the property owner receives units in the partnership, which can be traded like shares of stock, giving them flexibility in their investment.
This structure allows property owners to pool their resources and share the risks and benefits of real estate ownership with other investors.
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Brief History of
The concept of UPREITs has been around for quite a while. They were first introduced in the 1990s as a way for real estate investors to defer taxes on the sale of their properties. This was a game-changer for property owners who previously had to pay capital gains taxes when selling their properties.
Before UPREITs, property owners had to deal with the hassle of paying taxes on their property sales. With the introduction of UPREITs, property owners can now exchange their properties for units in the partnership, deferring taxes until they sell the units. This provides a significant tax benefit for investors.
Benefits and Advantages

UPREITs can be a viable option for any property owner seeking to sell their property and receive the value of the property in the form of UPREIT units.
UPREITs can bypass taxes altogether through estate planning, making them an attractive option for property owners looking to minimize their tax liability.
As a publicly-traded entity, UPREITs have access to various capital sources, such as public equity and debt markets, which can facilitate acquisitions, developments, or renovations.
Investing in UPREITs provides access to institutional-grade real estate that may not be available to individual investors, offering a steady stream of passive income.
UPREITs have the potential to offer higher returns than traditional real estate investments due to tax advantages and the ability to invest in institutional-grade real estate.
By investing in UPREITs, you can receive a passive income stream as a limited partner in the partnership, receiving a share of the rental income generated by the real estate properties owned by the partnership.
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Structure and Requirements

An UPREIT is an REIT under all standard accounting and tax guidelines, guided by IRC Section 721 which discusses tax shields for property to share exchanges.
To qualify as an UPREIT, a REIT must allow for Section 721 exchanges within the REIT, which enables property owners to contribute property in exchange for ownership shares without triggering capital gains tax.
Most REITs focus on a specific segment of the real estate market, but UPREITs typically follow the same investing strategy, focusing on a targeted real estate niche, with real estate property and associated financing making up greater than 90% of the business.
The unique structure of UPREITs involves a partnership between an umbrella partnership (UP) and a standard REIT, allowing for tax-deferred property contributions from owners per IRC Section 721.
In an UPREIT, property owners transfer assets to the UP partnership and receive limited partnership units equivalent in value to the property's fair market value, which qualifies as a tax-deferred contribution under Section 721.
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REIT Structure

An UPREIT is a type of REIT that allows property owners to contribute their assets in exchange for ownership units and deferred taxes. This is made possible by IRC Section 721, which discusses tax shields for property to share exchanges.
To qualify as an UPREIT, a REIT must allow for Section 721 exchanges within the REIT, and most REITs will focus on a specific segment of the real estate market, with a focus on a targeted real estate niche.
A key feature of UPREITs is the ability to exchange property for units in the partnership, which can then be converted into shares in a real estate investment trust (REIT). This exchange is governed by Section 721 of the Internal Revenue Code (IRC).
Here's a step-by-step breakdown of the 721 exchange process:
- The investor contributes their relinquished property to the umbrella partnership, also called the operating partnership (OP), of an UPREIT.
- The property contributor receives units of interest in the umbrella partnership and becomes a unitholder.
- The OP maintains ownership of the properties and distributes the income to the unitholders.
- OP unitholders may choose to exchange OP units for REIT shares, which could be more easily sold.
Investors can defer paying capital gains taxes on the sale of their properties by exchanging them for units in the partnership, but it's essential to consult with a tax professional to fully understand their tax obligations.
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Requirements

An UPREIT is an REIT under all standard accounting and tax guidelines, guided by the standards of IRC Section 721.
To qualify as an UPREIT, a REIT must allow for the contribution of property into the REIT in exchange for ownership shares, which is facilitated by Section 721.
Most REITs focus on a specific segment of the real estate market, but the guiding standards only dictate that real estate property and associated financing must make up greater than 90% of the business.
UPREITs typically follow the same investing strategy, focusing on a targeted real estate niche.
Section 721 provides guiding standards for the release of shareholder units in exchange for property, which can be an attractive alternative to IRC Section 1031 exchanges.
UPREITs do not allow Section 1031 exchanges because they require like-kind exchanges, but Section 721 exchanges can be used to defer taxes.
Investors should research potential UPREITs and evaluate their minimum investment requirements before investing, which can range from a few thousand dollars to millions of dollars.
It's essential to consider the tax implications of investing in an UPREIT and develop an exit strategy when investing.
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Tax Implications
You can defer paying capital gains taxes on the sale of your properties by exchanging them for units in the partnership.
UPREITs provide tax relief and deferral for contributing property holders through Section 721 tax-deferred exchange treatment.
Exchanging property for UPREIT units allows you to defer capital gains that would otherwise be realized from an outright sale.
No capital gains tax is owed at the time of the exchange.
Contributions are structured at the property's fair market value, so no partial sale generally takes place, avoiding partial gains recognition.
Here are the key tax considerations to keep in mind:
- Deferral of capital gains tax until units are redeemed
- Tax obligations arise later if partnership units are redeemed for cash or REIT shares
- Contributions are structured at the property's fair market value
- UPREIT units receive a carryover basis from the contributed property
- Depreciation recapture and ordinary gain can be deferred through UPREIT ownership units
Investors should consult with a tax professional to fully understand their tax obligations and make the most of the tax benefits offered by UPREITs.
Risks and Challenges
UPREITs offer many benefits, but there are also some risks and disadvantages to consider before investing. While they can provide tax benefits, there are also potential risks and challenges to be aware of.
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One risk is that UPREITs can be complex, making it difficult for investors to understand the structure and how it will impact their investment. This complexity can also lead to higher fees and costs for investors.
Investors should also be aware of the potential for tax liabilities, as UPREITs can trigger tax liabilities if not structured correctly.
Risks and Challenges in Structures
UPREITs are not immune to market risks, which can be triggered by geographic concentration, tenant defaults, or changing demand for property types.
Market risks can have a significant impact on performance, making it essential to diversify your portfolio.
Operational risks are also a concern, as even with REIT status, there's no guarantee of mismanagement.
Conflicts of interest can arise between partners, particularly when it comes to distribution policies, property decisions, and redemptions.
Financing risks are another challenge, with unexpected rate hikes or tight lending conditions making it difficult for REITs to rely on leverage.
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Here are some of the key risks and challenges associated with UPREIT structures:
- Market Risks
- Operational Risks
- Conflicts of Interest
- Financing Risks
- Portfolio Risks
- Liquidity Risks
These risks can be magnified due to the sophisticated nature of UPREIT structures, making it essential for investors to carefully evaluate the added risks against the tax advantage tradeoffs.
Lack of Investment Control
Investing in UPREITs means giving up some control over investment decisions.
The general partner of the partnership makes all investment decisions, including the purchase and sale of properties.
This lack of control can be unsettling, especially for investors who value being hands-on with their investments.
Investors may not have a say in which properties are purchased or sold, or how the partnership's funds are allocated.
As a result, investors may feel a loss of control over their investment portfolio.
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Investing in UpREITs
Investing in an UPREIT requires finding a reputable partnership and meeting the minimum investment requirements. The minimum investment requirements for UPREITs can range from a few thousand dollars to millions of dollars.

Investors should research potential UPREITs and evaluate their investment strategy, track record, and management team. This will help you find a reputable UPREIT to invest in.
To invest in an UPREIT, you'll need to develop an exit strategy, as the tax implications of investing in an UPREIT can be complex. Investors can defer paying capital gains taxes on the sale of their properties by exchanging them for units in the partnership.
Here are the general steps to participate in an UPREIT:
- Property Evaluation: The UPREIT's team will evaluate your commercial real estate holdings.
- Contribution Agreement: You'll enter into a contribution agreement outlining the terms of your property contribution.
- Due Diligence: Both parties will conduct due diligence to review the transaction.
- Property Contribution: You'll contribute your properties to the UPREIT's operating partnership in exchange for operating partnership units.
- Ongoing Management: The UPREIT's professional management team will take over the day-to-day operations and strategic decision-making.
- Liquidity Options: You can choose to maintain your ownership in the partnership or exchange your units for publicly traded REIT shares.
Comparison and Examples
Investors can consider other real estate investment options, including direct real estate investing, private equity real estate funds, and traditional REITs.
Direct real estate investing can be a hands-on approach, but it requires significant capital and expertise. Private equity real estate funds offer a more diversified portfolio, but often come with higher fees.
Here are some key differences between UPREITs and other real estate investment options:
- Direct real estate investing: hands-on approach, requires significant capital and expertise
- Private equity real estate funds: offers diversified portfolio, often comes with higher fees
- Traditional REITs: not mentioned in the provided article sections
Comparing Real Estate Investments

Real estate investments offer various options for those looking to diversify their portfolios.
Direct real estate investing allows individuals to own and manage properties directly, providing hands-on control over investments.
Private equity real estate funds pool money from multiple investors to invest in a variety of properties and projects.
Traditional REITs, or real estate investment trusts, offer a way for individuals to invest in real estate without directly managing properties.
Investors can also consider other real estate investment options, including UPREITs, which offer a unique structure for real estate investments.
UPREITs allow for the transfer of properties to a partnership, providing tax benefits and flexibility for investors.
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Traditional REITs
Traditional REITs are traded on public stock exchanges and offer a more liquid investment option compared to UPREITs.
They own and operate real estate properties directly, which allows for more control over the properties.
This direct ownership and operation model can provide a more stable investment, but it also means that Traditional REITs do not offer the same tax advantages as UPREITs.
Traditional REITs are a more established investment option, having been around for a longer period of time than UPREITs.
Difference Between Traditional REITs

Traditional REITs own real estate assets directly. They're the straightforward type of REIT where you can clearly see what they own.
Unlike UPREITs, traditional REITs are typically traded on public stock exchanges. This makes it easier for investors to buy and sell shares.
REIT vs. Real Estate Investment Code
Let's break down the basics of REIT (Real Estate Investment Trust) and UPREIT (Unlisted Public Real Estate Investment Trust) to understand the difference.
A REIT is a company that owns or finances real estate properties and provides a way for individuals to invest in real estate without directly managing properties.
The main difference between REIT and UPREIT lies in their structure and investment approach.
Here's a comparison of REIT and UPREIT:
To illustrate the difference, consider a scenario where you invest in a REIT that directly owns a property, and another scenario where you invest in a UPREIT that owns a fund that invests in multiple properties.
In the end, both REIT and UPREIT offer a way to invest in real estate, but with different approaches and structures.
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Frequently Asked Questions
What are the top 5 largest REITs?
The top 5 largest REITs in the US are American Tower Corporation, Prologis, Crown Castle International, Simon Property Group, and Weyerhaeuser. These five publicly-traded REITs are among the largest in the US, but there are many other notable REITs as well.
What is the difference between a 1031 exchange and an upreit?
A 1031 exchange allows for tax-deferred exchange of investment properties, while an UPREIT (Uniform Partnership Real Estate Investment Trust) is a specific structure that combines a 1031 exchange with a partnership contribution, offering additional tax benefits and investment opportunities.
Sources
- https://www.investopedia.com/terms/u/upreit.asp
- https://cca-advisors.com/upreits-unique-real-estate-investment-structures/
- https://www.tylercauble.com/blog/upreits-cre
- https://dst-upreit.com/q-a/unlocking-the-mystery-what-is-an-upreit/
- https://www.1031crowdfunding.com/education-center/everything-you-should-know-about-upreits/
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