A Delaware Statutory Trust (DST) can play a crucial role in an UPREIT (Umbrella Partnership Real Estate Investment Trust) transaction, providing a structured way for property owners to defer capital gains taxes and participate in larger, diversified real estate investments. 

Formation of the UPREIT and DST:

An UPREIT is a type of Real Estate Investment Trust (REIT) that owns and manages income-producing real estate. It is structured as an umbrella partnership, with the REIT serving as the general partner and the investors as limited partners.

A Delaware Statutory Trust is a legally recognized trust created under Delaware law. It can own, manage, and sell real estate and is often used in 1031 exchanges to defer taxes on capital gains.

In an UPREIT transaction, property owners contribute their property to the DST in exchange for an interest in the trust. This interest is often referred to as a “like-kind” exchange under Section 1031 of the Internal Revenue Code, allowing the property owner to defer capital gains taxes.

The DST then contributes the property to the UPREIT in exchange for operating partnership units (OP Units) in the UPREIT. These OP Units are typically convertible into shares of the REIT, giving the property owner an indirect ownership stake in the REIT.

Both the DST and the REIT must comply with specific IRS regulations.  For REIT status, the entity must meet certain requirements, such as investing at least 75% of its total assets in real estate and distributing at least 90% of its taxable income to shareholders annually. Legal and financial professionals are typically involved throughout the process to ensure compliance with all tax laws and regulations.

Once the conversion is complete, the REIT operates as a typical real estate investment trust, adhering to the regulations and requirements of REITs.  Investors in the DST now hold interests in a more liquid and potentially more diversified real estate portfolio.

Tax Deferral and Conversion:

The exchange of property for OP Units in the UPREIT is structured as a non-taxable event, thus deferring the capital gains tax that the property owner would have incurred from a direct sale of the property. The property owner can convert their OP Units to REIT shares at their discretion, potentially at a more favorable tax rate, or they can continue to hold the OP Units, deferring the tax indefinitely.

Property owners gain access to a diversified real estate portfolio managed by the REIT and can provide more liquidity than direct property ownership.  The REIT’s professional management handles all aspects of property management and investment just as in the DST.


An UPREIT transaction can be an effective tool for Delaware Statutory Trust unit holders to create diversification and liquidity while continuing to defer capital gains taxes.  However, the structuring of these arrangements often needs to be completed prior to formation of the DST and investors must understand the nuances of this arrangement and consult with financial and legal advisors before proceeding.

Are you trying to make the most out of your real estate investments? Understand how a Delaware Statutory Trust (DST) can enhance an UPREIT (Umbrella Partnership Real Estate Investment Trust) transaction. Discover the potential for tax deferrals, diversification, and liquidity while you navigate the complexities of real estate investments.

Voss Real Estate Advisors

November 24, 2023

Recent Posts

Crafting an Effective Selling Memo

A comprehensive written overview of your business is essential for any potential sale.  The selling memo acts as the introduction of your business to potential buyers, shaping their perception from the outset.  It provides factual insights about your business while...

What is Boot?

In tax terminology, boot refers to any property or cash received by the taxpayer that is not of a "like-kind" to the property being exchanged in an IRC 1031 exchange. This non-like-kind property can take various forms, including cash, relief of debt, personal...