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An Argument Against Holding Real Estate in an S Corporation

As a CPA, it is crucial to understand the tax implications of different business structures for real estate holdings. One common mistake is placing real estate properties into an S Corporation (S Corp). Here are several compelling reasons why this should be avoided:

1. Taxation on Distributions

When real estate is held in an S Corp, distributing the property to shareholders triggers a taxable event. The gain is recognized at the time of distribution, leading to immediate tax liabilities. In contrast, partners in a partnership structure do not trigger gain on distribution. The gain is deferred until the eventual sale of the real estate, providing more flexibility in managing tax liabilities.

2. Limitations on Loss Deductions

S Corps impose restrictions on the ability to pass through losses. Shareholders can only deduct losses up to the extent of their stock basis. For instance, if you run a rental investment property through an S Corp and incur a $20,000 loss but your stock basis is only $10,000, you can only deduct $10,000 against your other income components on your 1040. This limitation can hinder your ability to fully utilize real estate losses.

3. Better Alternatives: LLCs

Real estate can be more effectively held in a Limited Liability Company (LLC), whether single-member or multi-member, as a subsidiary of a parent S Corp. This structure offers several advantages:

Avoidance of Self-Employment Taxes: An LLC can help avoid a portion of self-employment taxes that are triggered by an S Corp.

Flexibility in Loss Deductions: LLCs do not have the same limitations on loss deductions as S Corps, allowing for more efficient tax planning.

Superior Long-Term Capital Gain Rates: Real estate held in an LLC can benefit from favorable long-term capital gain tax rates upon sale.

Availability of Housing Credits: Certain housing credits may be more readily available for properties held in an LLC.

Tax-Free Exchanges: LLCs can facilitate tax-free exchanges (1031 exchanges), allowing for the deferral of capital gains taxes when exchanging one property for another.

4. Avoidance of State Tax Provisions

Corporations, including S Corps, are subject to various state tax provisions that can be burdensome. LLCs, on the other hand, often provide more favorable state tax treatment, reducing the overall tax burden on real estate investments.


Given these considerations, it is generally advisable to avoid placing real estate holdings into an S Corp. Instead, consider using an LLC structure to take advantage of greater tax flexibility, favorable capital gain rates, and the ability to defer taxes through exchanges. Proper structuring can optimize your tax outcomes and enhance the overall efficiency of your real estate investments. Always consult with a knowledgeable CPA to tailor the best strategy for your specific situation.