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Real Estate Crowdfunding Explained
How real estate crowdfunding platforms are structured, why most crowdfunding equity generally does not qualify for a one thousand thirty one exchange
Real estate crowdfunding generally refers to online platforms that pool capital from many investors, often in smaller minimum amounts than a traditional syndication, to fund the purchase or development of a property. Columbus, OH investors use these platforms to access commercial and residential real estate deals without directly managing a property, typically receiving distributions based on rental income or profit sharing upon sale. Most crowdfunding platforms structure investor participation as membership interests in a limited liability company or as debt instruments such as promissory notes, rather than as direct ownership of the underlying real property.
Because Section 1031 generally requires the replacement property in an exchange to be real property, a typical real estate crowdfunding equity interest generally does not qualify as like kind replacement property, even though the underlying investment is real estate. This is an important distinction for Columbus, OH investors in the middle of an exchange who are considering a crowdfunding platform as a destination for exchange proceeds, since using exchange funds for a non-qualifying crowdfunding interest would generally trigger recognition of the deferred gain. Investors who want a similarly accessible, professionally managed structure while preserving one thousand thirty one eligibility generally look toward a Delaware Statutory Trust, which is specifically structured to hold beneficial interests in real property rather than membership interests in an operating entity. DST and TIC interests may be securities, so investors should work with a licensed securities professional when evaluating either path.
What's Included
- Explanation of typical crowdfunding platform structures and investor participation
- Clarification of why crowdfunding equity generally does not meet the like kind requirement
- Comparison of crowdfunding platforms against 1031-eligible DST offerings
- Overview of securities regulation applicable to crowdfunding offerings
- Introduction to licensed providers for 1031-eligible alternatives when applicable
- Coordination with a Qualified Intermediary to avoid unintended boot recognition
- Timeline review to ensure exchange proceeds are directed to qualifying property
- Referral to a tax advisor and licensed securities professional as needed
Common Situations
Investor in Columbus, OH considered a crowdfunding platform as a destination for exchange proceeds and needed clarity on eligibility
First time investor wants to understand how crowdfunding platforms are structured before committing capital outside of an exchange
Exchanging investor is comparing crowdfunding against a DST for a passive replacement property
Frequently Asked Questions
Does real estate crowdfunding generally qualify for one thousand thirty one exchange treatment?
Most real estate crowdfunding platforms generally structure investor participation as membership interests in a limited liability company or as debt instruments, rather than direct ownership of real property, so these interests generally do not qualify as like kind replacement property for Columbus, OH investors completing an exchange.
What is the difference between crowdfunding equity and a DST interest?
Crowdfunding equity generally represents an ownership stake in the entity that owns the property, while a Delaware Statutory Trust interest generally represents a beneficial ownership stake in the real property itself, structured to meet the requirements of Revenue Ruling 2004-86. This structural difference is generally what determines whether the interest qualifies for exchange deferral.
Can an investor use exchange proceeds to invest in a crowdfunding platform?
An investor can generally invest in a crowdfunding platform using funds outside of an active exchange, but using exchange proceeds for a non-qualifying crowdfunding interest would generally trigger recognition of the deferred capital gains and depreciation recapture, since the crowdfunding interest generally does not meet the like kind requirement.
Are crowdfunding platform investments regulated as securities?
Yes, real estate crowdfunding offerings are generally regulated as securities under federal and state law, and platforms typically operate under specific exemptions that may limit participation based on investor income, net worth, or accreditation status. Columbus, OH investors should generally review the specific offering exemption and disclosure documents before investing.
What alternative preserves both accessibility and one thousand thirty one eligibility for Columbus, OH investors?
A Delaware Statutory Trust offering can generally provide a professionally managed, relatively accessible real estate investment while preserving eligibility as like kind replacement property. DST interests may be securities, and Columbus, OH investors should generally work with a licensed securities professional to evaluate specific offerings.
Example Engagement
Example of the type of engagement we can handle
Client Situation
An investor in Columbus, OH in the middle of an active exchange was considering a real estate crowdfunding platform for the replacement property and wanted to confirm eligibility before the identification deadline
Our Approach
We reviewed the crowdfunding platform's offering structure, explained that the membership interest generally would not qualify as like kind property, and introduced the investor to a licensed provider offering a comparable DST option that would preserve the deferral
Expected Outcome
Investor avoided an unintended taxable event by selecting a 1031-eligible DST interest before the forty five day identification deadline
Educational content only. Educational content only. Not tax, legal, or investment advice. DST or TIC interests may be securities. We do not sell securities. We provide introductions to licensed providers only.
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