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  • Alex Jaacovi

Why Your Investment Property Shouldn't be Held by a Corporation.

Real estate transactions involving corporations can have significant tax implications, and understanding the concept of taxable events is crucial for individuals and businesses alike. Whether you are considering placing real estate into a corporation or taking it out, it is essential to navigate the complex tax landscape to make informed decisions. This article explores the taxable events associated with such transactions and offers insights into the key considerations.

Placing Real Estate into a Corporation

  1. Transfer of Ownership: When real estate is transferred into a corporation, it typically involves a change in ownership. This transfer triggers a taxable event, and the owner must report the transaction to the relevant tax authorities. The tax consequences vary based on the structure of the corporation, such as whether it is a C corporation or an S corporation.

  2. Capital Gains Tax: The transfer of real estate into a corporation may result in capital gains tax liabilities. Capital gains are calculated based on the appreciation in the property's value since its acquisition. The tax rate applied to these gains depends on the holding period and the individual's or corporation's tax bracket.

  3. Depreciation Recapture: If the property was previously used for business purposes and claimed for depreciation, transferring it into a corporation triggers depreciation recapture. This means any previously claimed depreciation must be recaptured as ordinary income, subject to regular income tax rates.

  4. Entity Structure Matters: The choice of entity structure plays a crucial role in determining the tax consequences. C corporations and S corporations are taxed differently. While C corporations face double taxation – at the corporate and shareholder levels – S corporations pass through income to shareholders, who report it on their individual tax returns.

Taking Real Estate out of a Corporation

  1. Distributions to Shareholders: When real estate is distributed from a corporation to its shareholders, it is considered a taxable event. The shareholders must report the distribution as income, and the corporation may recognize gain or loss on the transfer.

  2. Built-In Gains Tax: In the case of a C corporation with appreciated real estate, there may be a built-in gains tax. This tax is applied if the corporation sells appreciated assets within a certain period after converting from a C corporation to an S corporation. The built-in gains tax is meant to prevent corporations from converting solely to avoid paying taxes on built-in gains.

  3. Shareholder's Basis Adjustment: Shareholders receiving real estate from a corporation will generally have their basis in the property adjusted. This adjustment is crucial for determining future gain or loss when the property is eventually sold.

  4. Potential Capital Gains Tax: If the real estate has appreciated in value during the time it was held by the corporation, the subsequent sale by the shareholder may trigger capital gains tax. The tax liability will depend on the holding period and the applicable tax rates.


Real estate transactions involving corporations are complex, and understanding the taxable events is vital for making informed financial decisions. Whether placing real estate into a corporation or taking it out, individuals and businesses must carefully consider the tax implications and seek professional advice to optimize their financial outcomes. Tax planning, including the choice of entity structure and timing of transactions, can play a crucial role in minimizing tax liabilities and maximizing returns in the dynamic landscape of real estate taxation.


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