is a limited liability company that is treated as a partnership for federal income tax purposes. Taxpayer uses an overall accrual method of accounting for filing its federal income tax returns and uses an accounting period ending December 31. Taxpayer is owned X percent by DE, a disregarded entity for federal income tax that is wholly owned by LP, and Y percent by Management Co., a taxable real estate investment trust (“REIT”) subsidiary under § 856(l), which is also wholly owned by LP. LP is an affiliate of Trust, and Trust is a publicly held statutory REIT organized in State A that elected to be taxed as a REIT at all times beginning with Taxable Year 1. LP and Taxpayer are related under § 1031(f)(3).
Taxpayer will enter into an agreement with an unrelated third party to sell RQ, a retail building. Taxpayer will then enter into an (“QI Agreement”) with QI as the , to whom it will assign its rights in the contract to sell RQ, with notice being given to the . Taxpayer represents that QI is not Taxpayer or a as defined in § 1.1031(k)-1(k). QI Agreement expressly limits Taxpayer’s rights to receive, pledge, borrow, or otherwise obtain the benefits of money or other property held by QI as provided in § 1.1031(k)-1(g)(6).
