A 1031 exchange only defers all your tax if you buy a replacement of equal or greater value. So the owner who wants to sell big and reinvest smaller gets taxed on the difference. There's a third door most agents never mention, and it turns that taxable shortfall into income spread over years.
Plenty of real-estate owners hit the same wall. They’ve got a property that’s appreciated for decades, and they’re ready to simplify: sell the big building, buy something smaller, maybe pull some cash. Then their advisor drops the bad news: a 1031 exchange only works cleanly if you buy up. Downsize, and the IRS taxes the part you didn’t reinvest.
Most people accept that as a dead end. It isn’t.
Send me the sale price and rough basis. Within one business day I'll email you the actual number and the Seller's Guide to §453. If it doesn't fit your deal, I'll tell you that plainly.
No retainer · no obligation. Hans Goldstein, a licensed insurance agent (CA Insurance License #4273294), will contact you and may discuss insurance products, including annuities.
To fully defer capital-gains tax in a 1031 exchange, you have to reinvest all your net proceeds into replacement property of equal or greater value. Anything you don’t reinvest (because you bought cheaper, or pulled cash out) is called “boot,” and boot is taxable, up to the amount of your gain.
Trading down creates boot from both directions: cash you keep and debt you shed. The calculator separates the two, because only one of them can ride a note.
Open the 1031 boot calculatorYou can still do the exchange (it’s a “partial 1031”); you just pay tax on the shortfall. So it’s not that a downsizer can’t use a 1031. It’s that they get a tax bill on the exact dollars they wanted to keep.
Say you sell a building for $3,000,000, but you only want to reinvest $2,000,000 into a smaller replacement. The 1031 defers the gain on the $2M you reinvest, but the $1,000,000 you didn’t reinvest is boot, and it’s taxable now.
On that $1,000,000 of boot, a California seller can face roughly a third in combined tax (federal capital gains + the 3.8% NIIT + California’s up-to-13.3% rate). Call it ~$300,000+, due in the year of sale. That’s the cost of wanting to own less.
Instead of taking that $1M shortfall as taxable cash, you carve the single sale into three buckets and structure the shortfall as an installment note under IRC §453 instead of a lump-sum check:
| Bucket | What it does | Tax result |
|---|---|---|
| 1031 replacement | The $2M smaller property you actually want | Fully deferred |
| Cash | Whatever liquidity you want in hand now | Taxable now |
| §453 installment note | The rest of the “shortfall” you’re not reinvesting | Gain spread over years, not all at once |
Under §453(f)(6), that note receives installment-sale treatment: you recognize the gain as you receive the payments, over the years you choose. That keeps you out of the top bracket and smooths the hit. You get the smaller property, the cash you wanted, and you defer the tax on the piece a straight 1031 would have taxed in full.
The retiring landlord who’s done managing the big building. The owner who wants one smaller property plus a cushion of cash. Anyone whose advisor said “you have to buy up or pay the tax.” If you want to own less without eating a one-year tax bill on the difference, this is the structure to look at before you list.
Yes, a partial 1031. But full deferral requires reinvesting all proceeds into equal-or-greater value; the amount you don’t reinvest is taxable boot, up to your gain.
Instead of the non-reinvested boot being taxable cash this year, it’s structured as an installment note. Under §453(f)(6) the gain spreads over the years you receive payments.
No. It defers and spreads the gain; it doesn’t eliminate it. Unrecaptured §1250 gain is spread too, but it comes out of the early payments first at up to 25%. Only §1245 recapture on equipment is taxed in full at sale.
It must be payable to the qualified intermediary, not to you, and structured before closing. Constructive receipt turns it into immediate taxable boot.
Before you list, let’s run the three-bucket math on your actual numbers: how much 1031, how much cash, and how much to spread with a §453 note.
Call 213-340-2018 Run the Numbers →