REITs: Developments in REIT Conversions, FIRPTA and Other Changes in the Tax Extenders Bill

What Real Estate and Tax Counsel Need to Know About Organizational, Operational and Tax Considerations

Recording of a 90-minute premium CLE/CPE webinar with Q&A

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Conducted on Thursday, March 17, 2016

Recorded event now available

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Course Materials

This CLE/CPE course will provide tax advisors and real estate counsel with a review of the various organizational, operational and federal tax requirements that must be met by real estate investment trusts (REITs). The program will analyze the tax changes applicable to REITS in the Omnibus Appropriations Act.


As the REIT market continues to expand, tax advisors and real estate counsel are increasingly called upon to advise on transactions involving REITs. Counsel should understand key issues, including rules for REIT subsidiaries (QRSs and TRSs) and UPREIT structures, and special rules for REITs that own partnership and LLC interests.

The Consolidated Appropriations Act, 2016 (aka the tax extenders bill or the PATH Act) contains significant changes with respect to REITS. Favorable changes include clarification on how the asset and income tests apply to ancillary personal property. More significantly, foreign pension funds are no longer subject to FIRPTA withholding (although foreign pension funds investing in non-REIT real estate transactions in many cases will still be taxed) and the maximum stock ownership percentage a shareholder may hold in a publicly traded REIT without being treated as a U.S. real property interest is increased.

In a blow to REITS, however, the extenders bill generally prohibits REIT tax-free spinoffs by non-REIT entities with exceptions allowing a REIT to spin off another REIT or cases in which the corporation spun off is a TRS.

Listen as our authoritative panel of tax and real estate attorneys guides you through navigating the complex tax rules for structuring REIT investments and the tax treatment of REIT transactions. The panel will analyze the changes in the Omnibus Appropriations Act with respect to REITS.



  1. Organizational requirements
  2. REIT income and asset tests
  3. REIT distribution requirements
  4. Qualified REIT subsidiaries and taxable REIT subsidiaries
  5. UPREIT structures
  6. REIT conversions


The panel will review these and other key issues:

  • What are the organizational and operational tax rules for REITs?
  • What are the economic limitations and benefits of REIT status?
  • Are there remaining opportunities for REIT conversions after the tax extenders bill?
  • How will the FIRPTA changes in the tax extender bill impact the attractiveness of REITS to foreign investors?


Bloomfield, Micah
Micah W. Bloomfield

Stroock & Stroock & Lavan

Mr. Bloomfield is a tax attorney whose practice emphasizes financial products. He has extensive experience on tax...  |  Read More

Greenberg, Mayer
Mayer Greenberg

Stroock & Stroock & Lavan

Mr. Greenberg provides advice to domestic and foreign investors on tax implications of joint ventures, mergers,...  |  Read More

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