Tenants in Common and Tax Free Exchange (1031)

We understand the time pressures and other practical issues that TIC syndicators face in completing successful transactions. The 1031 TIC Group at Miller Nash llp assists clients in structuring syndications of fractional interests and complex tax-free exchange transactions. We have substantial experience in the acquisition, financing, and sale of TIC interests.

Our Team

We are results-oriented and have a hands-on approach in everything we do. Our 1031 TIC team brings together members with expertise in tax, real estate, finance, and securities law. Our team of attorneys and paralegals has the ability to handle every phase of a typical TIC transaction:

• Tax structuring, including emphasis on reducing boot
• Legal opinions
• Tax opinions
• Loan enforceability opinions
• Bankruptcy nonconsolidation opinions for Delaware LLCs
• Securities and private placement

Practice Emphasis

• Vast expertise in all aspects of IRC Section 1031
• Strong working knowledge of Revenue Procedure 2002-22
• Emphasis on mechanics of completing transactions using a systems approach for the acquisition and organization of single-purpose LLCs, coordinating with local counsel, and closings
• Innovative use of leading-edge techniques, such as master-leasing
• Drafting and advice on tenancy-in-common agreements and counsel, including understanding industry trends in how such agreements are drafted and counsel on variations from Revenue Procedure 2002-22 (see link below)
• Familiarity in working with and satisfying the requirements for conduit lenders and other institutional lenders
• Using streamlined, systems approach to facilitate quick closings

Tax-Free Exchange Practice

We also have a very extensive practice in representing taxpayers in structuring tax-free exchange transactions. Our practice emphasizes the following:

• Reverse exchanges, including exchange-last and exchange-first transactions, which are more acceptable than to obtain new financing
• Improvement exchanges, including using both professional accommodators and construction contractors
• Structuring partnership exchanges to allow some partners to cash out and other partners to complete exchanges
• Structuring partnership exchanges to allow each partner to obtain separate replacement property
• Pioneering techniques for developers to utilize tax-free exchange investor financing
• Use of ground leases to structure improvement exchanges
• Structuring transactions to minimize taxable boot
• Providing advice on 45-day designations
• Timber exchanges
• Avoiding related-party exchange rules

Additional Information
Structuring 1031 Exchanges
Revenue Procedures 2002-22

Practice Area Leader(s)
Ronald A. Shellan

03/05/10 - Action Steps for Troubled Real Estate Investments

07/06/09 - Collapse of Exchange Companies: Protecting Your Investment

07/06/09 - IRS Targeting Drop-and-Swap and Swap-and-Drop Transactions

07/06/09 - 1031 as Alternative to Taxable Foreclosure

03/27/09 - Structuring 1031 Exchanges

09/01/06 - Related-Party Exchanges–It's Not As Bad As You Think

01/01/04 - IRS Takes Swipe Against Improvements to Property Already Owned by Taxpayer

01/01/04 - Can A Delaware Statuatory Trust Solve a TIC Loan Structuring Problem?

10/26/07 - Land, Jobs, and People III: The New GMA Plan—Development Opportunities and Constraints

Other Practice Areas