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Title to Replacement Property Must Match How You Held the Relinquished Property

The Brief

The Exchangor must take title to the Replacement Property in exactly the same name used for the Relinquished Property — a detail that trips up deals at closing. There is a narrow exception for a single-member LLC treated as a disregarded entity. Getting the vesting wrong can jeopardize the entire exchange.

The name on the deed to your Replacement Property must be identical to the name on the deed to the Relinquished Property you sold. Get that wrong at closing and you risk losing the exchange entirely.

Why the Title Match Is Non-Negotiable

When you sell your Relinquished Property and then purchase your Replacement Property, you are the same Exchangor throughout. The IRS treats the transaction as a continuous exchange by a single taxpayer — so the entity or individual taking title at the end must be the same entity or individual that held title at the beginning. It doesn’t matter how clean the rest of your exchange is: the 45-day identification window, the 180-day closing deadline, the equal-or-greater value and equity rules. If the vesting on the Replacement Property deed diverges from the vesting on the Relinquished Property deed, the structural requirement fails.

This catches people at the closing table because buyers and sellers routinely adjust vesting for estate-planning or financing reasons without thinking twice. In a 1031 exchange, you don’t have that flexibility.

Who the “Exchangor” Actually Is

The Exchangor is the owner of the appreciated investment or business property who wants to defer capital gains and depreciation recapture by completing a like-kind exchange. You could be an individual or you could be an LLC, a partnership, a corporation, or any other business entity. Whichever form you take, that form must remain consistent from the Relinquished Property deed to the Replacement Property deed.

The Single-Member LLC Disregarded Entity Exception

There is one recognized exception: a single-member LLC that is treated for tax purposes as a disregarded entity.

A disregarded entity is not recognized as a separate taxpayer from its sole member. Because the IRS looks through the LLC to the individual behind it, the title mismatch between the individual’s name and the LLC’s name — or vice versa — does not necessarily create a different taxpayer for exchange purposes. The individual and the single-member disregarded LLC are, for tax purposes, the same person.

What matters for closing-day purposes is that this exception is narrow: it applies only to a single-member LLC with disregarded-entity status. A multi-member LLC, a partnership, or a corporation does not qualify for this carve-out. If you are thinking of using an entity structure that differs from the one on your Relinquished Property deed, confirm that it fits squarely within the disregarded-entity exception before you get to the closing table — not after.

What the Replacement Property Rules Already Require

The title-match rule sits on top of the other requirements for Replacement Property. The property must be real property — the Tax Cuts and Jobs Act of 2018 ended the ability to exchange personal property such as furniture, fixtures, and equipment (FF&E) on a tax-deferred basis. The Replacement Property must be the type of property you can hold for investment or business purposes after you purchase it; what the current owner is doing with it is irrelevant. You can buy one Replacement Property or several. But every one of those properties must be titled in the same name that appeared on the Relinquished Property deed.

The Practical Takeaway

Vesting is a closing mechanic that feels administrative until it isn’t. Confirm the exact name on your Relinquished Property deed before you identify Replacement Properties, share that name explicitly with the title company handling the Replacement Property closing, and verify the draft deed before you sign. The single-member disregarded-entity exception exists, but it is the only exit from the identical-vesting requirement the source text recognizes — and relying on it without confirming your LLC actually qualifies is a risk no exchange should carry into closing.

Although I am a lawyer, I am not your lawyer. I would be honored if I were, but I am not.

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