What a 1031 exchange actually does
Section 1031 of the tax code lets you sell investment real estate and roll the full proceeds into replacement real estate without recognizing the gain now. The tax isn't forgiven — your old basis carries into the new property — but deferral is enormously valuable: money that would have gone to federal capital gains (15–20%), depreciation recapture (25%), state tax (up to 13.3%), and possibly the 3.8% net investment income tax keeps compounding in the replacement asset instead. On a $2M sale with $800K of gain and years of depreciation taken, the check you're deferring routinely exceeds $250K.
Held to death, the strategy completes: heirs receive a stepped-up basis and the deferred gain evaporates entirely. "Swap till you drop" is a cliché because it's the actual plan of half the net lease owners in America.
The rules that decide outcomes
Like-kind is broad — with hard edges
All investment real property is like-kind to all other investment real property: an apartment building into a Wawa ground lease, farmland into a pharmacy, a rental condo into raw land. The edges: your primary residence is out, property held for resale is out, and personal property — including stocks and securities — has been out since 2018.
The clock is absolute
Two deadlines, calendar days, no extensions: identify replacement candidates in writing by day 45 after your sale closes, and complete the purchase by day 180 (or your tax-return due date, if sooner — extend the return for a Q4 sale). Run your actual dates through the deadline calculator and put alarms on both. The full timeline guide walks each phase.
Identification is a formality with teeth
By day 45 your qualified intermediary must hold a signed designation naming the candidates — typically under the three-property rule (any three, any value) or the 200% rule (any number, up to twice your sale price combined). You can only close on identified properties, and the list is frozen after day 45. The identification rules guide covers the fine points; the strategy section below covers how to use them.
Equal-or-greater, and mind the boot
Full deferral requires replacing both value and debt: buy at or above your net sale price, and either carry equal-or-greater debt or offset the difference with fresh cash. Shortfalls become taxable boot against your gain. Partial exchanges are legal and sometimes smart — paying tax on a slice while deferring the rest — but they should be chosen, never discovered at filing time.
Same taxpayer, straight paperwork
The taxpayer who sells must be the taxpayer who buys — entity changes mid-exchange invite trouble, and partnership splits (the "drop and swap") need planning well before listing. The purchase contract should carry a 1031 cooperation clause, your QI papers the rest, and the all-in cost of the structure — QI fees, minor closing adds — is trivial against the tax deferred.
Why exchange money buys NNN
Watch what exchangers actually do and a pattern repeats: sell the management-heavy asset, buy the corporate lease. The logic is mechanical. NNN inventory exists nationwide at every price point, so identification lists can be built quickly and credibly inside 45 days. Closings are standardized — lease review, estoppel, title — and reliably fit inside 180. Debt replacement is straightforward because lenders quote net lease paper daily. And the endpoint matches the demographic reality of most exchangers: after twenty years of tenants and toilets, a zero-landlord-duty lease backed by Dollar General or 7-Eleven is the retirement the apartment building was for.
One-into-many deserves special mention: the 200% rule lets a single large sale split into two or three NNN closings — different tenants, different states, staggered lease maturities. It's the cheapest diversification available to a private landlord, and it's executed entirely through identification strategy. Worked numbers live in the examples guide.
How exchanges actually fail — and the counter-moves
Almost never on the law; almost always on the calendar and the list. The seller who starts shopping on day 10 identifies whatever was left over. The seller who identified one property watches it fall out of contract on day 60 with a frozen list and a dead exchange. The counter-moves are equally unglamorous: criteria circulating before your sale closes, a primary under contract inside three weeks, and backups identified in writing even though you're sure you won't need them. That cadence is the actual product of buyer representation for exchange clients — the rules are free, the execution is what fails.
Two more traps earn their own guides: construction timing (improvements must exist by day 180 — new-construction exchanges solve this with exchange accommodation structures), and building on land you already own, which the code mostly forbids and planning occasionally rescues. If your situation rhymes with either, read before you list.
Sellers, buyers, and everyone at the table
If you're buying property from a 1031 seller, their deadline is your leverage — and their cooperation clause costs you nothing. The buyer's-side guide covers it. If you're choosing between deferral vehicles, the 1035-versus-1031 comparison untangles the insurance cousin, and the holding-period guide answers the "how long before I can sell it" question every exchanger eventually asks.