upreit transactions


Real estate investment trusts (REITs) have long been a popular way for investors to access the benefits of the real estate market without direct ownership of properties. Within the realm of REITs, there is a lesser known but potentially lucrative option known as an UPREIT transaction. 

An Umbrella Partnership Real Estate Investment Trust (UPREIT) is a specialized type of real estate transaction that allows property owners to contribute their properties into a partnership such as a REIT in exchange for units or shares in the REIT. The property owner retains an interest in the property while enjoying the benefits of investing in a diversified real estate portfolio through the REIT.

Benefits of UPREIT Transactions

One of the primary advantages of UPREIT transactions is the potential for tax deferral. When property owners contribute their real estate holdings to the UPREIT, they can defer capital gains taxes that would have been incurred in a direct sale. By converting their property’s equity into shares in the REIT, property owners can defer their tax liability until they sell the REIT shares in the future.

For property owners who have a significant portion of their wealth tied up in a single property, UPREIT transactions offer an opportunity to diversify their investments. By becoming part of a larger REIT, they gain exposure to a diversified portfolio of properties. 

Directly owned real estate can be illiquid and challenging to sell quickly. In contrast, UPREIT shares are typically more liquid and in the case of a publicly traded REIT, can be bought or sold on a stock exchange with relative ease, providing property owners with increased liquidity options.

A nonfinancial, but very important aspect of investing is the time commitment required to manage assets.  UPREIT transactions relieve property owners of the responsibilities of managing and maintaining their properties. Instead, professional asset managers handle property management, lease agreements, and day-to-day operations, saving property owners time and effort.

Cons of UPREIT Transactions

Once a property owner contributes their property to the UPREIT, they relinquish direct control over it. Decisions regarding the property, including its sale or redevelopment, are made by the REIT’s management team and other shareholders, potentially leading to conflicting goals and objectives. And as in any complex transaction, the process can involve additional fees and costs, such as legal and accounting expenses, which can eat into the overall returns of the investment.


UPREIT transactions can be a powerful tool for property owners seeking to diversify their real estate holdings, access liquidity, and enjoy tax deferral benefits. They provide an opportunity to invest in a professionally managed and diversified portfolio of properties while bypassing the hassles of direct property ownership. However, these transactions also come with potential drawbacks, such as loss of control and tax inefficiencies for certain investors.

As with any investment decision, careful consideration of individual financial goals, risk tolerance, and tax circumstances is essential before engaging in an UPREIT transaction. Consulting with a qualified financial advisor and legal professional is strongly recommended to fully understand the implications and suitability of this investment strategy.

Voss Real Estate Advisors

November 27, 2023

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