REVENUE RULINGS

Revenue Ruling 2004-86: Delaware Statutory Trust

Background:  When the Service issued Revenue Procedure 2002-22, which provides guidelines under which an advance ruling may be obtained by Sponsors of tenancy in common interests in property, some Sponsors were offering the interests for sale through a title holding Delaware Statutory Trust (“DST”). The Delaware Statutory Trust was used to mitigate bankruptcy concerns of lenders and because it was simpler for a lender to deal with the trustee of the trust. 

One of the conditions of Rev. Proc. 2002-22 is that the co-owners hold title to the property as tenants in common, either directly or through a disregarded entity.  It appeared that the use of a DST was a violation of the Rev. Proc.  Additionally, and more importantly, it was unclear whether property held through a DST would violate the provisions of §1031(a)(2) which states that §1031(a) does not apply to any exchange of stocks, bonds, notes, other securities or evidences of indebtedness or interest, interests in a partnership or certificates of trust or beneficial interests in trusts. 

Facts:  Individual A secured financing from Bank to acquire Blackacre.  The 10-year term loan was secured by Blackacre.  Immediately following the acquisition, A enters into a 10-year net lease with B.  Under the lease, B is required to pay all taxes, assessments, fees, insurance, maintenance, utilities and ordinary repairs related to Blackacre.  B pays rent to A at a fixed rate with some escalators based on the CPI.  On the same date, A forms a DST and transfers title to Blackacre to the Trust. 

The Trust assumes A’s rights and obligations under the note and the lease.  The Trust agreement provides that interests in the trust are freely transferable.  The Trust is set to terminate on the earlier of 10 years from the date of its creation or the disposition of Blackacre.  The interests in the Trust are of a single class – undivided beneficial interests in the assets of the Trust (i.e.: there are no preferred issues).

Additionally, the Trustee is authorized under the provisions of the Trust Agreement, to create a reasonable reserve for expenses, distribute all available cash quarterly, and invest cash received from the property.  Each beneficial owner of the Trust has the right to a quarterly distribution of cash as well as an in-kind distribution of the beneficiary’s proportionate share of the trust property.

Almost immediately after the formation of the Trust, Taxpayers X and Y exchange their properties, Whiteacre and Greenacre, for all of A’s interest in the Trust through a Qualified Intermediary in a transaction designed to qualify for non-recognition of gain under IRC Section 1031.  Taxpayer A did not engage in a like kind exchange.

The Ruling:  Initially the Service examined how the Trust should be categorized for federal income tax purposes and determined that the Trust was a separate taxable entity.  The Service also looked at the relationship between the Trust, the trustee and the beneficial owners to determine whether an agency relationship existed, and concluded that neither the Trust nor the trustee was acting as an agent of the Taxpayer.  It was determined that the Trust should be categorized as an investment trust and not a business entity – based on the fact that the Trustee had no power to vary the investment of the beneficial owners to benefit from variations in the market.  The limited powers granted the Trustee were the key factor in the Service concluding that the Trust was an investment trust and not a business entity. 

Finally, the Service concluded that X and Y were deemed to have acquired an undivided fractional interest in the trust (and therefore considered to own the underlying assets attributable to that interest i.e.: interest in Blackacre). 

REVENUE RULING 2003-56:  PARTNERSHIP DEBT IN A TAX-DEFERRED EXCHANGE

Background:  IRC Section 752 provides that any decrease in a partner’s share of the liabilities of a partnership (or any decrease in an individual’s liabilities due the partnership’s assumption of the individual’s liabilities) will be considered a distribution of money by the partnership to the partner.  This provision creates a problem for partners when a partnership enters into an IRC Section 1031 exchange for encumbered property that crosses the taxable year of the partnership.

Example:  On October 1, 2003, Partnership P, a calendar year Taxpayer, sells property A for $500,000 subject to a mortgage of $300,000.   P’s basis in the relinquished property is $100,000.  On January 20, 2004, P acquires replacement property B for $450,000. 

In this example, P has realized gain of $400 and recognized gain of $50.  The liability offsetting rules under 1.1031(b)-1(c) allow the netting of the debt relief on the transfer of the relinquished property against the debt assumed on the acquisition of replacement property.

Under the provisions of IRC 752(b), do the partners of P need to report the “distribution of money” from the partnership by virtue of the relief of the liability at the end of their taxable year?  What happens if the exchange is not completed?  At what point is the net difference in liabilities (increase or decrease) reportable for purposes of Section 752? 

Revenue Ruling 2003-56 provides that the liability offsetting rules under the 1031 Regulations are also taken into account in determining the amount of any decrease in a partner’s share of partnership liability under Section 752(b).  If a partnership enters into an exchange that straddles two taxable years of the partnership, each partner’s share of the relinquished property liability is offset with each partner’s share of the replacement property liability for purposes of computing any decrease in a partner’s share of partnership liability (and deemed distribution of money).  If, as a result of the exchange, there is an overall decrease in the partner’s share of the partnership liability (as demonstrated above), the decrease is reportable in the first taxable year of the partnership – since the decrease is attributable to the transfer of the relinquished property.  If, as a result of the exchange, there is a net increase in the partner’s share of the partnership liability, resulting in a deemed contribution of money by the partner to the partnership, the increase will be reported in the second taxable year of the partnership.

REVENUE RULING 2002-83:   RELATED PARTY EXCHANGES

Background:  In 1989, Section 1031(f) was added to the Code to impose a two-year holding period on exchanges between related parties.  Any disposition of the property received in the exchange prior to 2 years after the date of the last transfer that was part of the exchange would disqualify the transaction.

IRC Section 1031(f)(2) provides a general exception for transfers that are made as a result of death, involuntary conversion, or situations where it is established, to the satisfaction of the Secretary that neither the exchange nor the subsequent disposition had, as its primary motive, avoidance of Federal income tax.

IRC Section 1031(f)(3) defines “related person” for purposes of the Section as any person bearing a relationship described in Section 267(b) or 707(b)(1).  Relationships under Section 267(b) include family and trust relationships:  spouses, ancestors and lineal descendants and corporations.  Relationships under Section 707(b)(1) include relationships between controlled partnerships: partnership and a person owning more than 50% of the controlling interest or two partnerships in which the same party owns more than 50% of the controlling interests of both entities.  

IRC Section 267(b): Relationships

1.      Members of a family, as defined in subsection (c)(4);

2.      An individual and a corporation more than 50 percent in value of the outstanding stock of which is owned, directly or indirectly, by or for such individual;

3.      Two corporations which are members of the same controlled group (as defined in subsection (f));

4.      A grantor and a fiduciary of any trust;

5.      A fiduciary of a trust and a fiduciary of another trust, if the same person is a grantor of both trust;

6.      A fiduciary of a trust and a beneficiary of such trust;

7.      A fiduciary of a trust and a beneficiary of another trust, if the same person is a grantor of both trusts;

8.      A fiduciary of a trust and a corporation more than 50 percent in value of the outstanding stock of which is owned, directly or indirectly, by or for the trust or by or for a person who is a grantor of the trust;

9.      A person and an organization to which Section 501 (relating to certain educational and charitable organizations which are exempt from tax) applies and which is controlled directly or indirectly by such person or (if such person is an individual) by members of the family of such individual.

10. A corporation and a partnership if the same persons own:

(A)  more than 50 percent in value of the outstanding stock of the cooperation, and

(B)  more than 50 percent of the capital interest, or the profits interest, in the partnership,

11. An S corporation and another S corporation if the same persons own more than 50 percent in value of the outstanding stock of each corporation;

  12.An S corporation and a C corporation, if the same persons own more than 50 percent in value of the outstanding stock of
       each corporation; or

(c)   Constructive Ownership of Stock

For purposes of determining, in applying subsection (b), the ownership of stock:

1.      Stock owned, directly or indirectly, by or for a corporation, partnership, estate, or trust shall be considered as being owned proportionately by or for its shareholders, partners, or beneficiaries;

2.      An individual shall be considered as owning the stock owned, directly or indirectly, by or for his family;

3.      An individual owning (otherwise than by the application of paragraph (2)) any stock in a corporation shall be considered as owning the stock owned, directly or indirectly, by or for his partner;

4.      The family of an individual shall include only his brothers and sisters (whether by the whole or half blood), spouse, ancestors, and lineal descendants; and

5.      Stock constructively owned by a person by reason of the application of paragraph (1) shall, for the purpose of applying paragraph (1), (2) or (3), be treated as actually owned by such person, but stock constructively owned by an individual by reason of the application of paragraph (2) or (3) shall not be treated as owned by him for the purpose of again applying either of such paragraphs in order to make another the constructive owner of such stock.

IRC Section 707(b)(1) Certain Sales or Exchanges of Property with Respect to Controlled Partnerships

(A)    a partnership and a person owning, directly or indirectly, more than 50 percent of capital interest, or the  profits interest, in such partnership, or

(B)    two partnerships in which the same persons own, directly or indirectly, more than 50 percent of the capital interests profits interests.

Finally, IRC Section 1031(f)(4) provides that the non-recognition rules of 1031 will not apply to any transaction, or series of transactions, structured to avoid the purposes of the related party rules under 1031(f).  This provision effectively allows the Service to invoke the “step transaction” doctrine to disallow transactions it views as abusive. 

The Full Text of Revenue Ruling 2002-83, issued November 25, 2002 follows:

Related party like-kind exchanges. Under the facts described, a Taxpayer who transfers relinquished property to a qualified intermediary in exchange for replacement property formerly owned by a related party is not entitled to nonrecognition treatment under section 1031(a) of the Code if, as part of the transaction, the related party receives cash or other non-like-kind property for the replacement property.

ISSUE:  Under the facts described below, is a Taxpayer who transfers relinquished property to a qualified intermediary in exchange for replacement property formerly owned by a related party entitled to non-recognition treatment under section 1031(a) of the Internal Revenue Code if, as part of the transaction, the related party receives cash or other non-like-kind property for the replacement property?

FACTS:  Individual A owns real property (Property 1) with a fair market value of $150x and an adjusted basis of $50x. Individual B owns real property (Property 2) with a fair market value of $150x and an adjusted basis of $150x. Both Property 1 and Property 2 are held for investment within the meaning of section 1031(a). A and B are related persons within the meaning of section 267(b).

C, an individual unrelated to A and B, wishes to acquire Property 1 from A. A enters into an agreement for the transfers of Property 1 and Property 2 with B, C, and a qualified intermediary (QI). QI is unrelated to A and B.

Pursuant to their agreement, on January 6, 2003, A transfers Property 1 to QI and QI transfers Property 1 to C for $150x. On January 13, 2003, QI acquires Property 2 from B, pays B the $150x sale proceeds from QI's sale of Property 1, and transfers Property 2 to A.

LAW AND ANALYSIS:  Section 1031(a)(1) provides that no gain or loss shall be recognized on the exchange of property held for productive use in a trade or business or for investment if the property is exchanged solely for property of a like kind that is to be held either for productive use in a trade or business or for investment. Under section 1031(d), the basis of property acquired in a section 1031 exchange is the same as the basis of the property exchanged, decreased by any money the Taxpayer receives and increased by any gain the Taxpayer recognizes.

Section 1031 and the regulations thereunder allow for deferred exchanges of property. Under section 1031(a)(3) and section 1.1031(k)-1(b) of the Income Tax Regulations, however, the property to be received by a Taxpayer in the exchange (replacement property) must be: (i) identified within 45 days of the transfer of the property relinquished in the exchange (relinquished property) and (ii) received by the earlier of 180 days after the transfer of the relinquished property or the due date (including extensions) of the transferor's tax return for the taxable year in which the relinquished property is transferred.

Section 1.1031(k)-1(g)(4) allows Taxpayers to use a qualified intermediary to facilitate a like-kind exchange. In the case of a transfer of relinquished property involving a qualified intermediary, the Taxpayer's transfer of relinquished property to a qualified intermediary and subsequent receipt of like-kind replacement property from the qualified intermediary is treated as an exchange with the qualified intermediary.

Section 1031(f) provides special rules for property exchanges between related parties. Under section 1031(f)(1), a Taxpayer exchanging like-kind property with a related person cannot use the nonrecognition provisions of section 1031 if, within 2 years of the date of the last transfer, either the related person disposes of the relinquished property or the Taxpayer disposes of the replacement property. The Taxpayer takes any gain or loss into account in the taxable year in which the disposition occurs. For purposes of section 1031(f), the term "related person" means any person bearing a relationship to the Taxpayer described in section 267(b) or 707(b)(1).

Section 1031(f) is intended to deny non-recognition treatment for transactions in which related parties make like-kind exchanges of high basis property for low basis property in anticipation of the sale of the low basis property. The legislative history underlying section 1031(f) states that "if a related party exchange is followed shortly thereafter by a disposition of the property, the related parties have, in effect, 'cashed out' of the investment, and the original exchange should not be accorded nonrecognition treatment." H.R. Rep. No. 247, 101st Cong. 1^st Sess. 1340 (1989).

To prevent related parties from circumventing the rules of section 1031(f)(1), section 1031(f)(4) provides that the nonrecognition provisions of section 1031 do not apply to any exchange that is part of a transaction (or a series of transactions) structured to avoid the purposes of section 1031(f)(1). The legislative history underlying section 1031(f)(4) provides:

If a Taxpayer, pursuant to a pre-arranged plan, transfers property to an unrelated party who then exchanges the property with a party related to the Taxpayer within 2 years of the previous transfer in a transaction otherwise qualifying under section 1031, the related party will not be entitled to nonrecognition treatment under section 1031. Id. at 1341.

Accordingly, under section 1031(f)(4), if an unrelated third party is used to circumvent the purposes of the related party rule in section 1031(f), the nonrecognition provisions of section 1031 do not apply to the transaction.

In the present case, A is using QI to circumvent the purposes of section 1031(f) in the same way that the unrelated party was used to circumvent the purposes of section 1031(f) in the legislative history example. Absent section 1031(f)(1), A could have engaged in a like-kind exchange of Property 1 for Property 2 with B, and B could have sold Property 1 to C. Under section 1031(f)(1), however, the non-recognition provisions of section 1031(a) do not apply to that exchange because A and B are related parties and B sells the replacement property within 2 years of the exchange.

Accordingly, to avoid the application of section 1031(f)(1), A transfers low-basis Property 1 to QI who sells it to C for cash. QI acquires the high-basis replacement property from B and pays B the cash received from C. Thus, A engages in a like-kind exchange with QI, an unrelated third party, instead of B. However, the end result of the transaction is the same as if A had exchanged property with B followed by a sale from B to C. This series of transactions allows A to effectively cash out of the investment in Property 1 without the recognition of gain.  A's exchange of property with QI, therefore, is part of a transaction structured to avoid the purposes of section 1031(f) and, under section 1031(f)(4), the non-recognition provisions of section 1031 do not apply to the exchange between A and QI. A's exchange of Property 1 for Property 2 is treated as a taxable transaction. Under section 1001(a), A has gain of $100x, the difference between A's amount realized on the exchange ($150x, the fair market value of Property 2) and A's adjusted basis in the property exchanged ($50x).

HOLDING:  Under the facts described above, a Taxpayer who transfers relinquished property to a qualified intermediary in exchange for replacement property formerly owned by a related party is not entitled to nonrecognition treatment under section 1031(a) of the Internal Revenue Code if, as part of the transaction, the related party receives cash or other non-like-kind property for the replacement property.

DRAFTING INFORMATION:  The principal author of this revenue ruling is Martin Scully, Jr., of the Office of Associate Chief Counsel (Income Tax and Accounting). 

REVENUE RULING  92-105:  ILLINOIS LAND TRUSTS:   The Treasury Department provided guidance on whether the beneficiary's interest in an Illinois land trust will be considered excluded property under the like-kind provisions of IRC Section 1031 where 100% of the beneficial interest is owned by one Taxpayer.  Revenue Ruling 92-105 holds that the beneficial interest in an Illinois land trust may be exchanged for real property without recognition of gain under Section 1031. 

The full text of the ruling follows:

Issue:  Does a Taxpayer's interest in an Illinois land trust constitute real property which may be exchanged for other real property without recognition of gain or loss under Section 1031 of the Internal Revenue Code?

Facts:  A, an individual, created an Illinois land trust, described in Section 8.31 of chapter 29 of the Illinois Annotated Statutes (Smith-Hurd 1990), under which A was the beneficiary.  The purpose of the Illinois land trust was to hold title to Blackacre, which is Illinois real property that A has held for investment purposes.  Under Illinois state law, a beneficiary's interest in an Illinois land trust is characterized as personal property, the beneficiary or any person designated by the beneficiary has the exclusive power to direct or control the trustee in dealing with the title to the property in the land trust, and the beneficiary has the exclusive control of the management of the property and the exclusive right to the earnings and proceeds from the property.

To create the Illinois land trust, A executed two instruments: (1) a deed in trust; and (2) a land trust agreement.  These instruments named T, a domestic corporation, as trustee.

Under the deed in trust, A transferred legal and equitable title in Blackacre to T, subject to the provisions of the accompanying land trust agreement.  Pursuant to the deed in trust, any person dealing with T would take any interest in Blackacre free and clear of the claims of A.

The land trust agreement entered into between A and T authorized T, in return for an annual fee, to execute deeds, mortgages, or otherwise deal with the legal title of Blackacre at the direction of A.  Under the land trust agreement, A retained the exclusive control of the management, operation, renting, and selling of Blackacre, together with the exclusive right to the earnings and proceeds from Blackacre.  A also retained the right to assign A's interest in the Illinois land trust.  Under the land trust agreement, A was required to file all tax returns, pay all taxes, and satisfy any other liabilities with respect to Blackacre.  The land trust agreement precluded T from disclosing that A was the trust beneficiary unless directed to do so by A in writing.  No other agreement regarding Blackacre existed between A and T.

A subsequently entered into a written agreement with X, a domestic corporation, for an exchange of properties.  Under the agreement, A agreed to transfer A's interest in the Illinois land trust to X, and X agreed to transfer Whiteacre to A.  Whiteacre is real property owned by X and is of a like-kind to Blackacre.  Pursuant to the agreement, A exchanged A's interest in the Illinois land trust for Whiteacre.  Thereafter, A held Whiteacre for investment purposes.

Law and Analysis:  Section 1031(a)(1) of the Code provides that no gain or loss is recognized on the exchange of property held for productive use in a trade or business or for investment if such property is exchanged solely for property of like-kind that is to be held either for productive use in a trade or business or for investment.

Section 1031(a)(2) of the Code provides that Section 1031(a)(1) does not apply to any exchange of specified types of property.  In particular, Section 1031(a)(2)(E) provides that Section 1031(a)(1) does not apply to any exchange of certificates of trust or beneficial interests.

Section 301.7701-4(a) of the Procedure and Administration Regulations provides that the term "trust" as used in the Code refers to an arrangement created by a will or by an inter vivos declaration whereby trustees take title to property for the purpose of protecting or conserving it for the beneficiaries under the ordinary rules applied in chancery or probate courts.  Generally, an arrangement is treated as a trust under the Code if it can be shown that the purpose of the arrangement is to vest in trustees responsibility for the protection and conservation of property for beneficiaries who cannot share in the discharge of this responsibility.

The purpose of the Illinois land trust created by A was to vest legal and equitable title in a "trustee."  However, under applicable Illinois law, the deed in trust, and the land trust agreement, A retained sole authority and responsibility for dealing directly with Blackacre for all purposes other than the transfer of title.  A retained the direct right to manage and control Blackacre, the direct right to collect any rent or sales proceeds from Blackacre, and the direct obligation to pay any taxes and liabilities relating to Blackacre.

Because T's only responsibility was to hold and transfer title at the direction of A, a trust (as defined in Section 301.7701-4(a) of the Regulations) was not established.  Moreover, there were no other agreements between A and T (or between A and any other person) that would cause the overall arrangement to be classified as a partnership (or any other type of entity) for federal income tax purposes.  Cf. Rev. Rul. 64-220, 1964-2 C.B. 335.  Instead, T was a mere agent for the holding and transfer of title to Blackacre, and A has retained direct ownership of Blackacre for federal income tax purposes.

Accordingly, A's transfer of A's interest in the Illinois land trust holding title to Blackacre in exchange for Whiteacre was an exchange of the underlying real property, not an exchange of a certificate of trust or beneficial interest (under Section 1031(a)(2)(E) of the Code) for Whiteacre.  Blackacre is like-kind property to Whiteacre, and provided the requirements of Section 1031 are otherwise satisfied, this exchange will qualify for non-recognition of gain or loss under Section 1031.

Holding:  A Taxpayer's interest in an Illinois land trust constitutes real property which may be exchanged for other real property without recognition of gain or loss under Section 1031 of the Code, provided the requirements of that Section are otherwise satisfied.  This holding is not applicable if an arrangement involving an Illinois land trust creates an entity (such as a partnership).

REVENUE RULING 90‑34 DIRECT DEEDING:  Taxpayer enters into a contract requiring Taxpayer to transfer a parcel of land to Y and Y to transfer like‑kind property of the same value back to Taxpayer.  Under the contract, Taxpayer is required to locate and identify like‑kind property within 45 days.  Y, in turn, is required to purchase and transfer the identified property to Taxpayer within 180 days but not later than the due date for filing Taxpayer's income tax return for the year of the first transfer.  If Taxpayer fails to identify replacement property, or Y fails to purchase and transfer replacement property to Taxpayer, then Y is required to pay cash to Taxpayer.  HOLDING:  Taxpayer's transfer of property to Y in exchange for like‑kind property qualifies for non-recognition treatment under Section 1031 even though legal title to the property received by Taxpayer is never held by Y.

REVENUE RULING 89‑121, 1989‑47 I.R.C. MULTI-ASSET EXCHANGE:  The Service ruled that the extent to which Section 1031 provides for non-recognition on the exchange of assets of one business for assets of another depends on the nature of the underlying assets.  The ruling involved an exchange of the assets of one corporation's two television stations for the assets of another corporation's only television station.  The exchange was made in part because the first corporation wanted to diversify its media markets and because it was required to comply with Federal Communications Commission cross‑ownership policies.  The Service concluded that, for purposes of Section 1031, the exchange cannot be viewed as the exchange of a single property for another single property.  Both corporations received property of like‑kind, and Section 1031 therefore presumably applied at least in part, but determining the extent of its application required a more particularistic analysis.   

REVENUE RULING 72-456, 1972-2 C.B. 468 EXPENSES AND FEES IN A MULTI-PARTY EXCHANGE: BROKER’S COMMISSIONS

The full text of the ruling follows:

Advice has been requested concerning the proper treatment to be accorded brokerage commissions paid in connection with exchanges of properties that result in nontaxable or partially nontaxable exchanges under Section 1031 of the Internal Revenue Code of 1954 in the situations described below.

SITUATION 1.  A Taxpayer exchanges his property, land held for productive use in trade or business or for investment, with an adjusted basis of $12,000, for property of a like-kind, to be held for productive use in trade or business or for investment, with a fair market value of $20,000 and $10,000 in cash.   He pays a commission of $2,000 to a real estate broker.

SITUATION 2.  A Taxpayer exchanges his property, land held for productive use in trade or business or for investment, with an adjusted basis of $29,500, for property of a like-kind, to be held for productive use in trade or business or for investment, with a fair market value of $20,000 and $10,000 in cash.  He pays a commission of $2,000 to a real estate broker.

SITUATION 3.  A Taxpayer exchanges his property, land held for productive use in trade or business or for investment, with an adjusted basis of $10,000, for property of a like-kind, to be held for productive use in trade or business or for investment, with a fair market value of $20,000.  He pays a commission of $2,000 to a real estate broker.

Section 1031(a) of the Code provides, in part, that no gain or loss shall be recognized if property held for productive use in trade or business or for investment is exchanged solely for property of a like-kind to be held either for productive use in a trade or business or for investment.

Section 1031(b) of the Code provides, in part, that if an exchange would be within the provisions of Section 1031(a) if it were not for the fact that the property received in exchange consists not only of property permitted by such provisions to be received without the recognition of gain, but also of other property or money, then the gain, if any, to the recipient shall be recognized, but in an amount not in excess of the sum of such money and the fair market value of such other property.

Section 1031(c) of the Code provides, in part, that if an exchange would be within the provisions of Section 1031(a) if it were not for the fact that the property received in exchange consists not only of property permitted by such provisions to be received without the recognition of gain or loss, but also of other property or money, then no loss from the exchange shall be recognized.

Section 1.1031(d)-1(c) of the Income Tax Regulations provides, in part, that if, upon an exchange of properties of the type described in Section 1031 of the Code, the Taxpayer received other property (not permitted to be received without the recognition of gain) and gain from the transaction was recognized as required under Section 1031(b) of the Code, the basis of the property transferred by the Taxpayer, decreased by the amount of any money received and increased by the amount of gain recognized, must be allocated to and is the basis of the properties (other than money) received on the exchange.  Accordingly, it is held that the three fact situations presented result in the following:

SITUATIONS           

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