Article · Tax

The Money You Must Never Touch: How Gain Deferral Structures Actually Work

26 U.S.C. § 1001

Type
Article
Jurisdiction
National
Date
2024-10-21
Topic
Tax

Deferral structures share one rule that explains all of them: the taxpayer must never have the right to receive the money. Every technical requirement in a like-kind exchange, an opportunity zone investment, or an installment sale is a device for keeping cash out of the seller's control while the substitute investment is arranged. This article explains how that principle operates, why a qualified intermediary exists and what happens when the agreement gives the taxpayer even a theoretical right to the funds, how the forty-five-day identification and one-hundred-eighty-day exchange periods work and why they are absolute, what boot is and how it is netted, and why depreciation recapture and basis carryover mean deferral is not forgiveness. It then covers opportunity zone investments and their very different architecture, installment reporting, involuntary conversions, and the substance-over-form doctrines that police the whole area.

The Money You Must Never Touch: How Gain Deferral Structures Actually Work

Tax > Like-Kind Exchanges, Opportunity Zones, and Gain Deferral | Published 21 October 2024 - Updated 8 October 2025 | UpLaw - uplaw.us

One principle, three structures

26 U.S.C. § 1001 provides that gain from the sale or other disposition of property is the excess of the amount realized over the adjusted basis, and that the entire amount of gain shall be recognized except as otherwise provided. Recognition is the default. Everything else in this field is an exception, and each exception is built on the same idea: if the taxpayer never obtains control of the proceeds, the transaction can be treated as a continuation of the old investment rather than a cashing out.

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