An umbrella partnership real estate investment trust (UPREIT) is a kind of REIT that holds all or most of its properties through a partnership (typically called the \"operating partnership\") in which the REIT holds an interest. This paper will give an overview introduction about UPREIT to the audiences who are not related to real estate and accounting major. To show how UPREIT defer capital gain taxes, make good cash flow and maximize profit in real estate finance, the paper will include the theory and structure of UPREIT, partnership issues, advantage and disadvantage, and create a pro-forma to demonstrate how UPREIT work.

This paper gave an overview introduction about umbrella partnership real estate investment trust (UPREIT) to the readers who are not related to real estate and accounting major. To show how UPREIT defer capital gain taxes, makes good cash flow and maximize profit in real estate finance, the paper included the theory and structure of UPREIT(real estate investment trust), partnership issues, advantage and disadvantage, and created a proforma to demonstrate how UPREIT works.