Advisory
REAL ESTATE TAX STRUCTURE ADVISORY.
Project-based advice for a specific decision or transaction, delivered as a written analysis or, where the facts support it, an opinion letter. Each engagement combines the modules your situation calls for, with one written scope and one fixed fee.
engagements
From $11,500
per engagement, scoped in writing
How advisory engagements work
Our advisory work is built from modules. Each module covers one area of real estate tax, and you’ll find them further down this page. An engagement puts together the modules your situation needs as one project, with one written scope and one fixed fee. Most clients fit one of the engagements below. If yours doesn’t, Custom Advisory lets you pick the modules yourself. And if no module covers what you need, tell us. We’ll talk it through and scope it in writing.
The Diagnostic is typically the first step, unless the fit call determines that the required background review belongs inside the initial advisory engagement.
01
Modules
Each module covers one area of real estate tax, like exchanges or partnerships.
02
Engagements
We combine the modules your situation needs into one engagement: a common one, or custom.
03
One scope, one fee
You receive a written scope and a fixed fee before any work begins.
Acquisition & Cost Segregation Advisory
From $11,500
Transactions & Gain Analysis
Depreciation & Cost Segregation
Buying property. Purchase price allocation and a depreciation and cost segregation review, so you can assess before closing whether a study is worth commissioning and how the deductions may apply against your other income.
Disposition Advisory
From $11,500
Transactions & Gain Analysis
Depreciation & Cost Segregation
Selling or recapitalizing. Transactions & Gain Analysis with a depreciation and recapture review, so you can estimate the tax on a sale before you set the price.
Exchange Advisory
From $12,500
§1031 Exchanges
Transactions & Gain Analysis
Exchanging instead of selling. §1031 exchange analysis with Transactions & Gain Analysis, comparing a sale with an exchange and testing boot, debt replacement, and the deadlines before you list.
Capital Structure Advisory
From $22,500
Partnerships & Waterfalls
Entity & Cross-Border Structuring
Raising capital or bringing in partners. Partnerships & Waterfalls with Entity & Cross-Border Structuring, reviewed as one structure.
Lease Structure Advisory
From $12,500
Lease Structuring
Depreciation & Cost Segregation
Signing, renewing, or restructuring a long-term or ground lease. Rent schedules and §467, tenant improvements and allowances, and how the lease is taxed on both sides, reviewed before you sign.
Custom Advisory
From $11,500
Any modules you choose
Choose the modules you need, such as a §467 lease analysis or a depreciation and cost segregation review. Scoped as one engagement with one fixed fee.
work spotlight
Experience with the questions behind the terms.
Long-term lease structuring. Working alongside the lessor through every iteration of a long-term lease as it’s built. The rent is uneven, so §467 shapes when it’s taxed, with implications that run through the whole agreement. Each draft is reviewed against the intended tax treatment, with prompt answers at every turn. The lease is expected to close within the next 30 days.
Cross-border restructuring. Delivered a complete restructuring plan to reorganize an existing entity into a new structure built for its foreign ownership: what changes, in what order, and why.
Prior Big 4 experience. Before founding Bastion & Thorne, Chris’s Big 4 work included multi-property §1031 exchanges, joint-venture and waterfall analysis, REIT fund structures, lender-side foreclosures converted into operating assets, and cross-border entity structuring.
Evaluate the relevant facts before committing to an exchange.
Before you commit to an exchange, we assess whether it makes sense from a tax perspective. After it closes, we prepare the gain, basis, and boot calculations that support your return.
When it matters
Selling appreciated property and weighing reinvestment against paying the tax
Replacement property that costs less, or carries less debt, than what you sold
Exchanges involving related parties or recently acquired property
Multiple properties on either side of the exchange
What you receive
A written analysis of whether to exchange, with the assumptions behind it, and post-closing calculations of deferred gain, replacement-property basis, and any recognized boot.
Advisory only. We do not act as a qualified intermediary or prepare exchange documents.
Estimate the tax before you list, sign, or close.
Tax analysis for buying and selling real estate: acquisitions, dispositions, recapitalizations, and real estate M&A, including the gain, basis, and recapture calculations behind them.
When it matters
Selling property and estimating the tax before you list or accept an offer
Buying or selling a portfolio, or an entity that owns real estate
Choosing between an asset purchase and an entity purchase
Allocating purchase price across land, building, and other assets
Foreclosures, deeds in lieu, and debt workouts, from the borrower or lender side
What you receive
A written analysis of the transaction’s tax result: gain and basis, recapture, structure options, and inherited exposure where an entity is involved. Corporate M&A outside real estate is not offered.
Review how your building is depreciated, and whether a cost segregation study is worth paying for.
How a property is depreciated affects how much of its cost you recover each year, and how much gain may be recaptured when you sell. We review fixed asset schedules, assess whether a cost segregation study is worth commissioning, and review the study once it’s delivered.
When it matters
Recently acquired, built, or renovated commercial property
A cost segregation proposal you’re deciding whether to buy
Fixed asset records inherited from a prior preparer or owner
A planned sale, and the potential recapture
What you receive
A written review of your depreciation position, whether a cost segregation study is likely to pay for itself, and the assumptions behind that view.
We don’t perform engineering-based cost segregation studies. We help you decide whether to commission one, and review it when it arrives.
K-1 allocations reviewed against the deal you negotiated.
An operating agreement’s distribution waterfall and its tax allocations should tell the same story. We review how cash flows, capital accounts, and promote terms line up with how income and loss are allocated.
When it matters
Before signing a joint venture or fund operating agreement
When distributions and taxable income allocations don’t match
Promote, carried interest, or preferred return structures
Adding partners, recapitalizing, or buying out a partner
What you receive
A written review showing where the economics and the tax allocations diverge, so you can raise the right points with your attorney before the agreement is signed.
Review how the lease terms affect the tax treatment on both sides.
Some long-term and ground leases fall under §467, which can change when rent is taxed regardless of when it is paid. We determine whether it applies and how rent should be allocated and accrued.
When it matters
Rent that steps up, steps down, is deferred, or is prepaid
Ground leases and other long-term leases with large total rent
Sale-leasebacks and leases between related parties
Lease negotiations where the payment schedule is still open
What you receive
A written analysis or, where the facts support it, an opinion letter identifying the lease terms that drive the tax result and the risk each one carries.
Review the tax considerations of alternative ownership structures.
How real estate is held determines how it is taxed going in, while it is owned, and on the way out. We recommend entity choice and ownership structure for new and existing holdings.
When it matters
Forming a new holding structure or acquisition vehicle
Bringing in partners or investors
Owners or investors outside the United States
Property or owners in more than one state
What you receive
A written recommendation of structure, with the tax consequences of each option and the assumptions behind it.
REIT Advisory
Monitor the information relevant to recurring REIT qualification tests and proposed transactions.
A REIT generally keeps its status by meeting a set of tests: what it owns, where its income comes from, who owns it, and how much it distributes. Limited cure and relief rules apply to some failures. We help REITs and their sponsors organize the information relevant to those tests and evaluate proposed transactions before they close.
When it matters
Quarterly asset tests, including the real estate asset, securities, and taxable REIT subsidiary limits
Annual 75% and 95% gross income tests, including rents from related parties and tenant services
The 90% distribution requirement and planning for taxable income
Ownership tests: 100 or more shareholders and the five-or-fewer rule
Property sales, the 100% prohibited transaction tax, and its safe harbors
Forming or converting to a REIT, or bringing in investors through UPREIT or DownREIT structures
What you receive
Quarterly and year-end testing workpapers, a written memo on any test at risk and any available cure or relief options, and analysis of proposed transactions before they close. REIT returns (Form 1120-REIT) are scoped separately under compliance.
beyond the modules
Need something different?
Real estate tax questions do not always fit one module. Request a fit call and we will determine whether the Diagnostic is the appropriate starting point.
