Delaware Statutory Trusts, commonly referred to as DSTs, are frequently considered by real estate owners completing Section 1031 exchanges, investors seeking passive real estate ownership, and individuals looking to diversify their real estate holdings.
The questions below address many of the issues investors commonly ask when first evaluating DST investments.
A DST should be evaluated as an investment in real estate—not simply as a tax-deferral vehicle. Investors should consider the quality of the underlying property, sponsor, financing, tenants, fees, projected income, liquidity, risks, and exit strategy before making an investment decision.
DST Basics
1. What is a Delaware Statutory Trust?
A Delaware Statutory Trust is a legal trust structure formed under Delaware law that can own real estate and other assets.
In a typical real estate DST offering, the trust owns one or more properties and investors purchase beneficial interests in the trust. Investors therefore participate economically in the underlying real estate without individually purchasing and managing the entire property themselves.
DSTs may hold multifamily, industrial, medical office, retail, self-storage, senior housing, student housing, manufactured housing, net-leased properties, and other types of commercial real estate.
2. How does a DST investment work?
A DST sponsor typically identifies and acquires the property, arranges financing when applicable, structures the offering, and oversees the investment.
Investors purchase fractional beneficial interests in the trust. The DST owns the real estate while each investor owns an interest representing a proportionate economic interest in the underlying property.
If the property produces distributable cash flow, investors may receive periodic distributions. When the property is eventually sold, investors generally receive their proportionate share of available net sale proceeds after applicable expenses and liabilities.
Income, distributions, appreciation, holding periods, and sale proceeds are not guaranteed.
3. Is a DST the same as a REIT?
No. A Delaware Statutory Trust and a Real Estate Investment Trust, or REIT, are different structures.
A DST generally owns a specific property or portfolio of properties and offers beneficial interests to investors. A REIT may own a significantly larger portfolio and may be publicly traded, non-traded, or privately offered.
For Section 1031 purposes, shares of a REIT generally are securities rather than direct interests in real property and ordinarily cannot be acquired directly as replacement property in a 1031 exchange.
Certain properly structured DST interests, however, may potentially qualify as interests in real property for Section 1031 purposes.
4. Does a DST investor actually own real estate?
Under the structure addressed by IRS Revenue Ruling 2004–86, beneficial owners were treated for federal income-tax purposes as owning proportionate interests in the underlying real property.
That tax treatment is an important reason certain properly structured DST interests may potentially qualify as replacement property in a Section 1031 exchange.
Investors should not assume that every trust or DST automatically receives the same tax treatment. The specific structure and offering documents matter.
DSTs and 1031 Exchanges
5. Can a DST be used in a Section 1031 exchange?
Yes. Certain properly structured DST interests may potentially qualify as replacement real property in a Section 1031 exchange.
IRS Revenue Ruling 2004–86 concluded that, under the facts described in the ruling, a taxpayer could exchange qualifying real property for an interest in the DST without recognition of gain or loss under Section 1031, provided the other requirements of Section 1031 were satisfied.
Purchasing a DST does not automatically create a valid exchange. The taxpayer must still properly structure and complete the Section 1031 transaction.
6. What is a Section 1031 exchange?
Section 1031 generally allows an owner of qualifying real property held for investment or productive use in a trade or business to exchange that property for other qualifying like-kind real property and defer recognition of eligible gain.
The tax is generally deferred rather than permanently eliminated.
The tax basis of the replacement property generally reflects the deferred gain, subject to applicable tax rules and adjustments.
7. What is the 45-day identification deadline?
In a deferred Section 1031 exchange, replacement property generally must be properly identified within 45 days after the relinquished property is transferred.
The 45-day identification period is strict.
This is one reason investors may evaluate DSTs as potential replacement properties. DST offerings are generally already structured around identified real estate, which can provide another alternative during the replacement-property search.
Availability should never substitute for investment due diligence.
8. What is the 180-day exchange deadline?
Replacement property generally must be received by the earlier of:
180 days after the transfer of the relinquished property, or
the due date of the taxpayer’s federal income-tax return, including extensions, for the tax year in which the transfer occurred.
Investors should verify all applicable deadlines with their qualified intermediary and tax professionals.
9. Do I need a Qualified Intermediary?
In a typical delayed Section 1031 exchange, a Qualified Intermediary, commonly referred to as a QI, is used so the seller does not have actual or constructive receipt of the exchange proceeds.
The QI generally receives the proceeds from the sale of the relinquished property and subsequently transfers those funds for acquisition of qualifying replacement property.
The exchange structure and QI documents generally need to be established before the relinquished property closes.
10. Can I receive my sale proceeds and then invest them into a DST?
Generally, receiving or controlling the proceeds can create a serious problem for a Section 1031 exchange.
Actual or constructive receipt of the sale proceeds may prevent the transaction from qualifying as a deferred exchange.
Property owners contemplating a Section 1031 exchange should establish the appropriate exchange structure with a qualified intermediary before the relinquished property closes.
11. Do I have to reinvest all of my proceeds?
Not necessarily, but retaining money or otherwise failing to satisfy the applicable requirements for full deferral may cause some gain to become taxable.
Money or non-like-kind property received as part of an otherwise qualifying exchange can result in recognized gain under applicable tax rules.
Investors seeking full tax deferral generally structure their replacement-property acquisitions accordingly with guidance from their tax professionals.
12. Do I have to replace my mortgage dollar-for-dollar?
Not necessarily.
This issue is sometimes oversimplified as a requirement to replace debt dollar-for-dollar.
Liabilities, equity reinvested, additional cash contributed, replacement-property value, and money or other property received can all affect whether gain is recognized.
Depending on the circumstances, additional cash may compensate for a reduction in replacement-property debt.
The taxpayer’s CPA or tax attorney should determine the appropriate calculation based on the actual transaction.
13. Can I combine a DST with directly owned real estate in the same exchange?
Potentially, yes.
For example, an investor might allocate a portion of exchange proceeds to a directly owned replacement property and another portion to one or more qualifying DST interests.
This can provide flexibility when building a replacement-property strategy.
The identification and acquisition of all replacement properties must still satisfy applicable Section 1031 requirements.
14. Can I invest in more than one DST?
Yes, subject to offering availability, investor eligibility, suitability considerations, and applicable Section 1031 identification requirements.
Some investors allocate exchange proceeds among multiple DST offerings to diversify across properties, sponsors, tenants, geographic markets, or real estate sectors.
Diversification may help spread certain risks but does not eliminate investment risk.
Investing in a DST
15. What types of properties are available through DSTs?
DST offerings may include multifamily apartments, industrial and logistics facilities, medical office properties, net-leased properties, grocery and necessity retail, self-storage, student housing, senior housing, manufactured housing communities, single-family rental and build-for-rent communities, hospitality, and other specialized real estate sectors.
A DST is an ownership structure—not an asset class.
Investors should evaluate the underlying real estate on its own merits.
16. What is the typical minimum investment?
Minimum investments vary by sponsor and offering.
Many DST offerings have historically used minimum investments around $100,000, although some offerings may permit lower amounts and others may require significantly more.
Investors should confirm the actual minimum in the offering documents for the specific DST being considered.
17. Who can invest in a DST?
Many DST offerings are private-placement securities available primarily or exclusively to accredited investors.
Accredited investor qualification can be based on financial criteria or certain professional qualifications.
For individuals, commonly used financial tests include qualifying income levels or net worth exceeding $1 million, excluding the value of the investor’s primary residence.
The eligibility requirements of each particular offering should be reviewed independently.
18. Is a DST a passive investment?
DSTs are generally designed to provide substantially more passive real estate ownership than personally managing an individual rental property.
The sponsor, trustee, asset manager, and property manager typically handle significant operational responsibilities.
Investors ordinarily are not responsible for tenant calls, repairs, leasing, maintenance, property-level accounting, or daily management.
Passive management does not mean passive risk. The investor remains exposed to the economic performance of the underlying real estate.
19. Do DST investors receive monthly income?
Many DST programs are structured to make periodic distributions, which may be monthly or follow another payment schedule.
Distributions are not guaranteed.
Cash flow may change because of occupancy, rent collections, tenant defaults, operating expenses, financing costs, capital requirements, economic conditions, or other factors affecting the property.
Projected distribution rates should not be interpreted as guaranteed returns.
20. Are DST distributions the same as investment returns?
No.
A distribution represents cash paid to the investor.
An investor’s total return can also be affected by property appreciation or depreciation, financing, principal repayment, fees, taxes, and the eventual sale price of the property.
A relatively high distribution rate does not necessarily mean the investment will generate a high total return.
Risks, Fees & Liquidity
21. What are the primary risks of investing in a DST?
DST investments involve real estate and securities risks.
Potential risks include loss of principal, real estate market risk, illiquidity, tenant and lease risk, vacancy, sponsor and management risk, interest-rate risk, financing and refinancing risk, leverage, geographic or sector concentration, unexpected capital expenditures, economic downturns, regulatory or tax-law changes, conflicts of interest, and uncertainty regarding the eventual disposition.
Investors should carefully review the complete risk disclosures contained in the offering documents.
22. Can I lose money in a DST?
Yes.
DSTs are real estate investments and securities, and investors can lose some or all of their invested capital.
Neither tax deferral nor ownership of high-quality commercial real estate eliminates investment risk.
An investor should not purchase a DST solely because it may help complete a Section 1031 exchange.
23. Are DSTs liquid investments?
Generally, no.
DST interests are typically designed as long-term, illiquid investments.
There may be no established public market where an investor can readily sell an interest.
A secondary-market transaction may sometimes be possible, but investors should not assume that a buyer will be available or that an interest can be sold at its original purchase price.
24. Can I sell my DST interest before the property is sold?
Potentially, but there can be significant limitations.
Private DST interests generally do not trade on a public exchange.
Secondary-market buyers may occasionally purchase DST interests, but pricing may be below the investor’s original purchase price or estimated property value.
Transfer restrictions, securities laws, lender requirements, trust documents, and sponsor procedures can also affect a proposed transfer.
Investors should generally be financially prepared to hold the investment until the underlying property is sold.
25. What fees are associated with a DST?
Depending on the offering, DST expenses and compensation may include selling commissions, dealer-manager fees, placement or marketing expenses, organizational and offering expenses, acquisition fees, financing expenses, asset-management fees, property-management fees, disposition fees, and other sponsor or affiliate compensation.
Fee structures vary significantly among offerings.
Investors should carefully review the sources-and-uses table and compensation disclosures in the applicable offering documents.
26. What is “cost of acquisition” in a DST?
Cost of acquisition helps an investor understand the relationship between the capital raised from investors and the underlying real estate, reserves, financing costs, offering expenses, fees, commissions, and other transaction costs.
Two DST offerings with similar properties and distribution rates can have materially different acquisition economics.
Investors should understand not simply how much they are investing, but what their capital is actually purchasing.
27. Does a DST have debt?
Some DSTs use financing while others are structured as all-cash investments.
For leveraged offerings, investors should evaluate the amount of debt, loan-to-value ratio, interest rate, maturity, amortization, prepayment provisions, refinancing requirements, and whether the financing is fixed or floating rate.
Leverage may enhance returns when an investment performs well, but it can also increase losses and financial risk.
28. Is an all-cash DST safer than a leveraged DST?
Not automatically.
An all-cash DST eliminates certain mortgage-related risks such as refinancing risk and property-level foreclosure resulting from mortgage debt.
However, the investment remains exposed to property values, tenants, occupancy, operating expenses, sponsor performance, market conditions, liquidity, and other real estate risks.
The absence of debt is one component of investment analysis—not a guarantee of safety.
Sponsor & Property Due Diligence
29. How important is the DST sponsor?
The sponsor is an important part of the investment analysis.
The sponsor generally identifies the property, structures the offering, arranges financing when applicable, coordinates property and asset management, communicates with investors, oversees the business plan, and participates in decisions surrounding disposition.
Investors should evaluate the sponsor’s experience, track record, financial condition, acquisition discipline, property-management capabilities, use of leverage, investor reporting, prior dispositions, conflicts of interest, and fee structure.
30. What should I review before investing?
Investors should carefully review the complete Private Placement Memorandum and supporting due-diligence materials.
Important areas include:
Property fundamentals: Location, occupancy, tenants, leases, rents, competition, and market conditions.
Financial performance: Historical operations, net operating income, projected cash flow, and reserves.
Financing: Debt amount, loan-to-value ratio, interest rate, maturity, amortization, and refinancing risk.
Sponsor: Experience, track record, prior programs, management capabilities, and financial strength.
Fees: Offering expenses, commissions, acquisition costs, management fees, and other compensation.
Exit strategy: Anticipated holding period, disposition assumptions, and projected sale economics.
Risks: Property, market, tenant, financing, tax, sponsor, liquidity, and other material risks.
Investors should understand the investment well enough to explain what could go wrong—not only what could go right.
Holding Period & Exit Strategy
31. How long will I own the DST?
Holding periods vary by offering.
A sponsor may project a particular investment horizon, but the actual disposition could occur sooner or later depending on property performance, market conditions, financing, buyer demand, and the sponsor’s business plan.
A projected holding period should never be interpreted as a guaranteed sale date.
32. Who decides when the DST property is sold?
The sponsor, trustee, or other parties authorized under the trust and offering documents generally make the disposition decision.
Individual investors usually do not have the same ability as direct property owners to decide independently when the property will be sold.
This limited control is an important characteristic of DST ownership.
33. What happens when the DST sells the property?
When the underlying property is sold, the DST generally satisfies applicable property-level liabilities and transaction expenses and then distributes available net proceeds to investors according to their proportionate interests.
The disposition may create taxable gain depending on the investor’s tax basis and circumstances.
An investor seeking continued tax deferral may potentially evaluate another qualifying Section 1031 exchange.
34. Can I complete another 1031 exchange when the DST sells?
Potentially, yes.
If the investment and transaction otherwise qualify, an investor may be able to use proceeds from the disposition of a DST interest to acquire new qualifying replacement real estate through another Section 1031 exchange.
The applicable exchange requirements, including qualified-intermediary arrangements and the identification and acquisition deadlines, must again be followed.
35. Can a DST eventually convert into a REIT through a Section 721 transaction?
Some DST programs are designed with the potential for a future contribution of real estate into an operating partnership associated with a REIT, often described as a DST-to-721 or UPREIT strategy.
This is different from a traditional Section 1031 exchange.
Not every DST offers a Section 721 strategy, and a contemplated future transaction should never be assumed to occur.
Investors considering this approach should review the potential REIT or operating partnership, valuation methodology, fees, tax consequences, liquidity provisions, holding requirements, redemption restrictions, and whether participation is optional or mandatory.
Is a DST Right for You?
36. Who may want to consider a DST?
DSTs are frequently evaluated by investors who are selling appreciated investment real estate, considering a Section 1031 exchange, seeking to reduce active management responsibilities, interested in passive real estate ownership, seeking exposure to different markets or property sectors, or wanting to allocate exchange proceeds among multiple replacement properties.
DST ownership generally requires a longer investment horizon and tolerance for limited liquidity.
These characteristics do not automatically make a DST appropriate for any particular investor.
37. Who may NOT be a good candidate for a DST?
A DST may not be appropriate for an investor who requires short-term liquidity, wants direct operational control over the property, wants to personally determine when the property is sold, cannot tolerate real estate investment risk, needs guaranteed income, has a short investment horizon, or is uncomfortable owning private securities.
An investor should also be cautious about purchasing an investment primarily because a Section 1031 identification deadline is approaching.
An exchange deadline should not turn an unsuitable investment into a suitable one.
38. Is a DST better than buying another property directly?
Neither approach is automatically better.
Direct ownership may provide greater control, flexibility, financing choices, and the ability to determine when and how a property is operated or sold.
A DST may provide passive ownership, professional management, fractional investment sizing, and access to properties an individual investor might not purchase independently.
The appropriate choice depends on the investor’s objectives and circumstances.
Some investors may decide to combine direct ownership and DST interests within an overall real estate strategy.
39. Should I choose a DST based primarily on the distribution rate?
No.
Distribution rate is only one component of investment analysis.
Investors should also evaluate the property purchase price, valuation, cost of acquisition, lease economics, tenant quality, occupancy, debt, reserves, sponsor, market conditions, capital expenditures, projected holding period, exit assumptions, total-return potential, and downside risks.
A higher distribution rate can sometimes accompany higher investment risk.
40. Does a successful 1031 exchange mean I made a successful investment?
No. This distinction is extremely important.
A Section 1031 exchange is primarily a tax-deferral strategy.
Successfully deferring tax does not automatically create investment value.
An investor could successfully complete the technical requirements of a Section 1031 exchange while acquiring an overpriced, poorly financed, illiquid, or underperforming replacement investment.
The objective should not simply be:
“How do I avoid paying tax?”
A more comprehensive question is:
“How do I allocate my tax-deferred capital into investments that appropriately serve my long-term financial objectives?”
Tax deferral can preserve capital.
