1031 exchange in LLC - Posted by dgt

Posted by Frank Chin on March 03, 2004 at 05:46:00:

DGT:

I was waiting for an answer to this one, but as no one responded, I’ll give it a crack.

I’m not an attorney, but thinking out loud on a simple solution. The problem as I see it, is the 1031 exchange requires the “same name” on the titles for the relinguished property and on the replacement properties.

It appears splitting the ownership, and selling two pieces separately would simplify things.

One way is to physically split the 20 acres, but that would involve the time and effort to subdivide, allocate the partnership, and retitle.

A simpler way is to divide the “ownership interest” into TWO, via a “fee simple” ownership interest, and a “long term leasehold”. You’ll form two new LLC’s, with the origninal LLC distributing the interest to the two new ones, and each partner being the new owner of one of the new entities, one holding the “deed”, and the other the “leasehold”, which each piece allocated half of the value.

The seller would then buy the two separate pieces, and upon its purchase, merge the interest of the two. This way, each owner can dispose of his part in his own way. The “deed” interest, and the “leasehold” both qualifies for 1031 treatment.

You’ll probably need an attorney to draw up the paperwork to split the interest, and he can probably advise if there’s a simpler way of accomplishing this.

Frank Chin

1031 exchange in LLC - Posted by dgt

Posted by dgt on March 01, 2004 at 13:24:05:

Ray from the commercial section suggested I post this question here:

I have a LLC with one partner. Together we own 20 acres of multifamily zoned land. We currently have an offer, and the buyer is well into engineering his project and we expect to close this summer.

My partner needs to cash out once we close, but I would rather 1031 and postpone the tax hit (we each would get ~$150k if we cash out). Can I 1031 my portion while my partner cashes out???

Thanks…

dgt

Another idea … - Posted by Frank Chin

Posted by Frank Chin on March 03, 2004 at 06:46:46:

DGT:

Thinking through the rules of 1031 exchanges, you can deposit all or “part” of the proceeds with a qualified intermediary.

To simplify things, lets say the land is worth 300K, no mortgage and “LLC Xyz” owns it, with you and your partner owning 50% of the LLC.

The buyer comes to the closing, pays “LLC Xyz” the 300K, and LLC xyz deposits 150K of it with an intermediary. The balance of 150K is now liable for taxation.

After the closing, “LLC Xyz” distributes 150K of the cash to “Partner A”, Partner A liqudiates his holdings in XYZ, and partner A agrees to pay capital gains on that portion.

Partner B retains ownership of the LLC, and the deposit with the 1031 intermediary, and proceeds to identify the replacement property. LLC Xyz then owns the replacement property, with Partner B being the sole owner.

In this case, you’ll have to have an attorney assist in the issues of partnership distribution and liquidation.

Frank Chin