Can I sell my 1/2 of 2-unit prop to my partner's LLC w/1031?

1 Reply

Hello, I've written out a lengthier more detailed explanation about my ideas, but I wonder if I can just cut to the chase and get the answer without all the details. I'm going to try. ;)

I own a 2-unit property with someone I am not married to—joint tenancy, w/rights of survivorship. We have lived in one unit for all 3 years of ownership. We rehabbed 2nd unit for first 2 years and began renting (to my mom) in Jan. 2016. She now wants to retire someplace tropical and we don't want her to go alone so we are heading out too. We need to use the value in our building to make the move and new business launch possible.

Below are some rough ideas I've cobbled together after days of reading about things that are not new as far as concepts (I've herd of 1031s for years), but in actual practice, they are totally foreign. I expect to be told this is not possible and that I have missed crucial rules about pulling something like this off. I do know that my partner and I do not qualify as a related party—we are unrelated and unmarried. And, if need be, we have additional family members we can use to help pull something creative off—this plan or any other workable one.

(*Right now my goal is to find out if this can be done. If we determine it can be, then I'll worry about looking at real numbers that include all costs. These are basic numbers simply for painting a picture of the concept.)

To Start:
— First, we want to TIC the building and sell the upper unit to an LLP we set up with 14 family members (nieces, nephews, cousins—3 sibs to one partner, and 1 parent to the other partner) as minority shareholders and the two of us as majority, though not 50%, shareholders.
  - This involves putting tenants in the upper which we currently occupy. Ideally, market rate rents will cover debt service and cash flow.
  - We'd likely use hard money to buy and then refi after guarantee is paid
  - If we sell for $900k and the existing loan split between the two units is $390k each, we'd net ~$510k on the upper and take $500k as Section 121 Cap Gains Exclusion

To Finish:
— Second, we'd sell the lower each other (if we can, that is the question)
    - We'll set up two Single Member LLCs—one for each of us
    - We'd each "offer" our half of the lower unit for sale for $600k ($1.2M list)
    - Our new LLCs each offer to buy the other's 50% share of the lower
    - We get a $240k bridge loan for a down payment on the lower (or we each make loans to our LLCs from proceeds of the upper sale)
   - The LLCs get a $1.2M loan to purchase the lower as 50% partners
   - **Before I read here last night that equity was also a factor in relinquished and replacement properties, I thought this (very literal) exchange of our interests in the lower unit would satisfy our obligation to 1031 exchange into a prop with the same or greater value, thereby saving us the trouble of identifying new, good, financially sound props to acquire w/in 45 days—while we are also trying to move a retiring senior and 2 cats to another state. 
- BUT then I read the value **and equity** have to be the same or better in the replacement property
- SO, that means if the lower appraises for $1.2 with $390k in debt, our pre-sale equity is $810k
   - We'd be obligated per the 1031 to buy something with at least $1.2M in value and at least
      $810k in equity
   - We sell for $1.2M, we pay $390k in existing debt, we have $810k  
   - We use 1031 to pay off $240k down payment loan (if we can?)
   - We each have $285k (570k total) in our 1031s
   - The remaining $570k goes to the loan on the lower thereby bringing the equity up to $810k and again meeting our 1031 obligations in terms of the replacement properties value and making timing deadlines exceedingly easy for us to accommodate—even while moving.

The point of all of this:
— In considering selling, we began wondering if there were any ways to use/sell/hold the unit(s) to help friends/family. The idea to sell the upper to a family LLP as a tenant-occupied, cash-flowing investment achieves that goal by making it possible to pay out a yearly sum from the unit's proceeds to each LLP member.
— In considering selling, we knew we wanted to go to our new state, asap, but we don't know what we want to take from here until we find a place to live there and we don't really want to give up this property we've lived in for 21 years and worked on rehabbing for 3. We'd love to turn it into a short-term rental and add value by adding 1-2 ADU units. We know even if we sell to ourselves at $1.5M, we'd still have room to add value and given the prop is in a great location in SF, we believe it will continue to climb in value as it has the past three years. Being able to use equity to further enhance the property and get its value up over $2M would be an awesome project that we would thoroughly enjoy. (If we can use the prop's equity to improve?)
— So, if this is not possible, I wonder if there are any other creative means by which we could access the benefits of Section 121, and 1031 exchanges, or something else I'm not even aware of yet, to realize the existing value in the building and turn it into an opportunity to create even more value in an asset we have no good reason to offload as it can continue to work and work for us for some time to come?

If you've read this far, you are my hero! Feel free to share your thoughts, even if they're just "Nope! Can't be done!" No matter what, we realize we're in a pretty good spot and we're extremely grateful for that. We are very keen to learn about ways to build on what we were lucky enough to be able to acquire a few years back. If we can use some of our gains to help others, all the better! :D

Now that my overactive mind has had a chance to relax after getting all of that ^^ out after a couple of intense days of twisting and turning ideas and insomnia, I'm realizing that while the whole TIC + 121 + 1031 exercise was helpful in that it brought us to a spot where we came up with the idea for how to take the $500k cap gains exclusion from the sale of just the upper, I see now that the whole 1031 motivation that inspired all of this thinking isn't actually necessary/beneficial. If we TIC the building and sell the upper to our new LLP, we can take the $500k gain there and then just keep the lower as-is without all the hubub involved with the LLCs, the bridge loan, and the exchanges. Just keeping the lower with existing debt in place -- $390k on a $1M+ unit, gives us a good chunk of equity we can then pull out to make improvements, increase the unit's value, and add income-producing-ADUs. And we can get ahold of that cheap money much more easily than carrying out the 1031 plan outlined above—which I think may be completely void of benefits. Gah, you can sure get your brain into a twist with all this stuff when it's so new and novel. :)

It doesn't appear that BP has a provision for deleting or editing posts. As a newb, I'll remember that next time—before I post a long convoluted idea that I'm still not completely clear on myself. ;) 

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