IRS Issues Final Regulations On REIT And RIC Conversion Transactions

The U.S. Treasury Department and the Internal Revenue Service published on January 18, 2017 final regulations (the "Final Regulations")¹ reducing from ten years to five years the recognition period for the corporate-level tax imposed on certain property dispositions by a real estate investment trust ("REIT") or a regulated investment company ("RIC") under Section 337(d), and otherwise generally adopting the approach set forth in prior temporary and proposed regulations.² The need to have a recognition period for corporate-level tax in this circumstance is related to General Utilities repeal³ as applied for RICs and REITs, and the five-year recognition period established in the Final Regulations was indirectly mandated by the provisions of the PATH Act⁴ addressing General Utilities repeal and which we have previously discussed. The Preamble to the Final Regulations states that the intention of the change is to conform the Final Regulations to the PATH Act. Continue