This is true because:  


The income of partnerships and LLCs (taxed as partnerships) is taxed directly to the partners and the LLC members. By contrast, a C corporation pays tax on its income and then the shareholders must pay tax again on the after-tax profits distributed by the corporation resulting in higher overall taxes.

 
While S corporations, unlike C corporations, are not taxable on their income, partnerships are still superior to S corporations because of the greater ability to deduct losses.  Partners can deduct losses up to the aggregate amount they invest in the partnership plus their share of the partnership’s debt.  By contrast, an S corporation shareholder may deduct losses only up to the amount that he or she actually invested in (or personally loaned to) the S corp. The is a big advantage because real estate ventures tend to generate tax losses in the early years even if they have positive cash flow.   


Example:  Assume Brad and Carl form a company to acquire a $1 million property with $100,000 contributed by each of Brad and Carl and with an $800,000 loan borrowed by the company. Assume further that in the first year, the company has $300,000 of losses (based on cost segregation and bonus depreciation). If the property was held in an S corporation, Brad and Carl could not deduct more than $100,000 each. However, if they held the property in a partnership, they could deduct up to the entire $300,000 of losses.  


Partnerships also have greater flexibility in ownership structure than S corporations.  For example, you cannot issue profits interests (aka promotes or carried interests) in an S corporation like you can in a partnership.

 
Bottom Line:   Absent a specific reason for holding real estate in a corporation (and there are some), you will almost always be better off holding it in a partnership (or LLC taxed as a partnership).  


“Just taught my kids about taxes by eating 38% of their ice cream.” — Conan O’Brien

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Photo of James Duffy James Duffy

Jim is a partner in Taft’s Tax practice and practices principally in the areas of federal tax law; tax credit financing; individual, partnership and corporate tax planning; M&A; tax-exempt organizations and general commercial and corporate law.

Jim has been actively practicing in the

Jim is a partner in Taft’s Tax practice and practices principally in the areas of federal tax law; tax credit financing; individual, partnership and corporate tax planning; M&A; tax-exempt organizations and general commercial and corporate law.

Jim has been actively practicing in the area of the New Markets Tax Credits (NMTC) program since its inception in 2001. He has organized community development entities (CDEs) and represented CDEs, borrowers and other parties in structuring and closing numerous NMTC transactions. Jim also advises clients regarding Qualified Opportunity Zone matters.

Jim advises LLCs, partnerships, corporations and individuals in connection with the formation of new companies, mergers and acquisitions, formation of joint ventures, like-kind exchanges, ownership succession planning, and general business operations. These clients are involved in a variety of industries, including banking, venture capital, real estate, construction, consulting and investing.

Jim also advises charitable and non-charitable tax-exempt organizations, including health care entities, schools, religious and civic organizations. In addition to advising management of these organizations with respect to matters pertaining to general operation and maintenance of tax-exempt status, Jim has assisted clients in forming, restructuring and dissolving tax-exempt organizations, as well as forming donor- advised funds.

Prior to joining the firm, Jim worked at the law firm of Lewis Rice and Fingersh in St. Louis, Missouri, where he concentrated his practice in federal and state taxation. He also clerked for the Hon. Robert P. Ruwe of the U.S. Tax Court in Washington, D.C.