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An UPREIT, or Umbrella Partnership Real Estate Investment Trust, is a way for property investors to convert their ownership into publicly-traded shares. In an UPREIT, the investors contribute their properties in exchange for an interest in a partnership that, in turn, owns interests in a Real Estate Investment Trust (REIT). This process allows these investors to defer potential capital gains taxes, enjoy increased liquidity, and be part of a diversified portfolio.


The phonetics of the keyword “UPREIT” would be /ˈjuːpri:t/.

Key Takeaways

UPREIT, or the Umbrella Partnership Real Estate Investment Trust, is a meaningful component in the world of property investing. Here are three main takeaways about UPREIT:

  1. Asset Conversion: UPREIT allows property owners to convert their real estate assets into shares of a publicly traded investment trust without the necessity for immediate capital gain recognition. This helps avoid immediate large tax bills that could result from selling those assets.

  2. Tax Deferral: One of the most significant benefits of an UPREIT is the deferred taxation. The investors can defer the capital gains taxes on the transferred properties until they opt to liquidate their Operating Partnership Units (OP Units) for REIT shares.

  3. Liquidity and Diversification: Joining an UPREIT provides an investor with increased liquidity, as the investment’s cash flow is not tied to a single property. It is also diversified, as it’s linked to the overall performance of the REIT, which most likely consists of multiple properties in different areas.


The term UPREIT, or Umbrella Partnership Real Estate Investment Trust, is important in business and finance as it provides a tax-efficient way for property owners to convert their real estate assets into liquid assets. This structure allows the property owner to transfer their property into an operating partnership controlled by a REIT, in exchange for limited partnership units. These units can then be converted into shares of the REIT, which can be easily traded on the open market. This allows property owners to diversify their holdings and increase liquidity without triggering a taxable event. Therefore, understanding the concept of UPREIT can be critically important for property owners and investors in the real estate market.


An Umbrella Partnership Real Estate Investment Trust (UPREIT) is a strategic avenue for property and real estate owners to defer capital gains tax liability generated from the sale of their property. This is achieved by contributing the real estate into the operating partnership in exchange for OP units, which are similar to shares of stock in a corporation but represent a stake in the UPREIT. The purpose of the UPREIT structure is to provide a tax-deferred exit strategy for property owners while still maintaining an income-generating investment.In an UPREIT, the property owner can convert real estate into a more liquid asset without immediately incurring a tax liability. These UPREIT transactions often offer broader market exposure, professional management, and diversification, while retaining similar beneficial tax features of direct property ownership. Furthermore, the conversion of property into OP units provides the potential for incremental income and long-term capital appreciation. The UPREIT structure thereby facilitates a seamless transition of ownership, more efficient estate planning, and continuity of investment benefits for property owners.


An Umbrella Partnership Real Estate Investment Trust (UPREIT) is a structure some real estate companies use to combine the benefits of owning real properties and the tax advantages of a real estate investment trust (REIT). Here are three real world examples of UPREITs:1. Kimco Realty Corporation: Founded in 1960, and becoming a public company in the early 1990s, Kimco Realty Corporation is a real estate investment trust (REIT) that is one of North America’s largest publicly traded owners and operators of open-air, grocery-anchored shopping centers and mixed-use assets. Kimco operates under an UPREIT structure, which allows it to trade or sell properties in exchange for operating partnership (OP) Units.2. Public Storage: Public Storage is an American international self storage company headquartered in Glendale, California, that operates as a REIT. It is run as an UPREIT in which the company is the sole general partner. Public Storage offers property owners the opportunity to contribute their properties to the Public Storage Partnership in exchange for units or shares.3. Simon Property Group: Simon Property Group, an American commercial real estate company and the largest retail REIT, and largest shopping mall operator in the US, also operates as an UPREIT. Property owners can sell or contribute their properties to Simon Property Group in exchange for Operating Partnership units, which can later be converted into common stock units of the company’s REIT.

Frequently Asked Questions(FAQ)

What does UPREIT stand for?

UPREIT stands for Umbrella Partnership Real Estate Investment Trust.

What exactly is an UPREIT?

An UPREIT is a way for owners of real estate to convert their ownership into publicly traded real estate investment trust (REIT) stocks. It’s an easier way for property owners to liquidate their holdings without incurring significant tax liabilities.

Why should an investor consider an UPREIT?

Investors could consider an UPREIT as it provides a potential solution for estate planning and diversification of investment. It can provide ongoing income and long-term capital appreciation potential.

How does an UPREIT work in terms of taxation?

In an UPREIT transaction, the property owners transfer their property to the UPREIT in exchange for units of the umbrella partnership (OP units), not triggering a taxable event. Taxes are deferred until the investor decides to sell their OP units.

Are there any risks involved with UPREITs?

Like any investment, UPREITs carry certain risks. These include changes in real estate market conditions, the management’s ability to maintain its property portfolio, changes in interest rates, and the availability of financing.

Can UPREIT units be converted to REIT shares?

Yes, the OP units received in an UPREIT transaction can be converted into shares of the REIT and then sold, triggering a taxable event.

What’s the difference between an UPREIT and a DownREIT?

Both UPREIT and DownREIT allow property owners to exchange their property for shares. The main difference lies in the valuation of the property, which can affect the number of shares received. In an UPREIT, the shares are offered based on their current market value, while in a DownREIT, the property’s future value is considered.

Is there a particular type of real estate best suited for an UPREIT?

There’s no particular type of real estate specifically suited for an UPREIT. Any type of income-producing real estate, like apartment buildings, office buildings, shopping centers, or industrial parks, could potentially be contributed to an UPREIT.

What happens after a property owner contributes their property to an UPREIT?

After contributing their property, the property owners receive an interest in the UPREIT’s operating partnership. They become limited partners and receive units that are typically convertible into shares of the REIT’s stock.

Related Finance Terms

  • “Umbrella Partnership Real Estate Investment Trust”: This is the full form of UPREIT, which is a specific type of real estate investment strategy.
  • “Operating Partnership Units (OPUs)”: These are the securities offered by an UPREIT. These units represent a claim on the partnership’s cash flows and assets.
  • “Real Estate Investment Trust (REIT)”: REIT is a company owning and usually operating income-producing real estate. An UPREIT is one form of such an investment structure.
  • “Tax-deferred exchange”: This is a key aspect of UPREITs, in which property owners can convert their ownership into shares of the UPREIT in a tax-deferred manner.
  • “1031 Exchange”: The UPREIT structure makes use of the IRS’s Section 1031, which allows capital gains from the sold property to be deferred if it is reinvested in ‘like-kind’ property.

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