NAREIT Comments on 337d Regulations

NAREIT submitted comments to the IRS on July 19 regarding the final, temporary and proposed regulations relating to conversions of entities from, and transfers of assets by, C corporations to REITs or regulated investment companies (RICs) under section 337(d).

NAREIT requested that the IRS withdraw the temporary regulations, which reduce the built-in gain recognition period from 10 to five years and restrict the ability of a non-REIT C corporation that has engaged in a tax-free spin-off to merge into an existing REIT.

NAREIT said it believes the regulations are inconsistent with Congress’ intent in the Protecting Americans from Tax Hikes Act of 2015 in certain specific respects.

(Contact: Tony Edwards at


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