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Equity Residential Employees: Handling Single-Stock Concentration with a Section 351 Strategy

Healthcare Provider Update: Offers three medical plan options including UHC PPO and Surest, with 100% preventive care coverage. Employees also receive dental, vision, HSAs, FSAs, and wellness incentives 7. With ACA premiums rising and subsidies expiring, Equitys employer-sponsored plans may provide better value and predictability for employees. Click here to learn more

'Equity Residential employees with concentrated stock positions should understand that strategies like a Section 351 exchange can offer flexibility in managing large unrealized gains while preserving long-term planning options.' – Tyson Mavar, a representative of The Retirement Group, a division of Wealth Enhancement.

'Equity Residential employees facing concentrated stock exposure may find that a Section 351 exchange provides an effective way to mitigate risk and maintain control over the timing of potential tax liabilities.' – Wesley Boudreaux, a representative of The Retirement Group, a division of Wealth Enhancement.

In this article, we will discuss:

When a Section 351 exchange can help diversify concentrated stock positions without an immediate tax bill.
The core eligibility rules (80% control test) and basis/step-up mechanics that drive tax deferral.
Sample case studies (James & Sarah) illustrating the numbers and outcomes.

The Strategic Potential of Section 351: An Analysis of a Multi-Stock Case in Tax-Deferred Reorganization

A sizable amount of the wealth of many high-earning professionals at Equity Residential may be invested in a small number of highly valued equities, including company shares accumulated through restricted stock units (RSUs), the employee stock purchase plan (ESPP), or equity awards earned due to long tenure. While rebalancing may seem out of reach due to the tax ramifications of selling these positions, investors can make tax-deferred contributions of appreciated assets to a new business entity through a Section 351 exchange. When an investor wants to manage several sizable, embedded gains at once, this tactic may be especially useful.

Think about James, a client with a $10 million portfolio. The value of one stock investment, which he purchased for $50,000, has increased to $1 million, or 10% of his total portfolio. At a long-term capital gains rate that can reach 23.8% for certain high-income taxpayers (20% maximum long-term capital gains rate plus the 3.8% Net Investment Income Tax), selling this position would result in a $950,000 capital gain and an estimated $226,100 tax bill. The amount available for reinvestment would be reduced by this tax.

Section 351(a) of the Internal Revenue Code provides: “If property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control (as defined in section 368(c)) of the corporation, no gain or loss shall be recognized.” Under Section 368(c), “control” generally means ownership of at least 80% of the voting power and 80% of each class of non-voting shares.

The transferor or transferors must own at least 80% of the new corporation’s stock right after the exchange to qualify for this treatment. This can be done for investors with sizable portfolios by joining a larger seeding group or acting as the principal seeder of a new entity.

In a Section 351 transaction, any built-in gains are preserved because the shareholder’s basis in the received stock typically carries over from the contributed property. If the shares are held until death, a step-up in basis under Section 1014 may eliminate the deferred gain.

Another client example involves Sarah, who has a $13 million portfolio. She owns two appreciated stocks:

Stock A: Originally $300,000, now worth $3 million.
Stock B: Initial cost basis $500,000, now worth $3 million.

At a long-term capital gains rate that can reach 23.8% for certain high-income taxpayers, the aggregate unrealized gain of $5.2 million would translate into an estimated tax of roughly $1,237,600 if sold today, which can constrain portfolio adjustments.

For employees of Equity Residential holding concentrated positions, taking part in a Section 351 exchange can reduce concentration risk and defer recognition of these gains without an immediate tax bill. If assets receive a step-up in basis at death, the deferred gain may be fully eliminated under current law, and deferral can provide flexibility in managing future tax obligations.

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Sources:

1. Internal Revenue Service. Revenue Ruling 2003-51 . Internal Revenue Bulletin 2003-21, 2003. PDF.

2. Friedel, David B., and Yaw O. Awuah. “ Sec. 351 Control Requirement: Opportunities and Pitfalls .” The Tax Adviser , 1 July 2014. Web.

3. Internal Revenue Service. “ Net Investment Income Tax (NIIT) .” IRS.gov , last reviewed 1 July 2025. Web.

4. Internal Revenue Service. Publication 551: Basis of Assets . December 2024 revision, posted 18 February 2025. PDF.

5. FINRA Investor Education Foundation (FINRA). “ Concentrate on Concentration Risk .” FINRA.org , 15 June 2022. Web.

What are the eligibility requirements for employees to participate in the Equity-League Pension Plan, and how can they ensure compliance with these requirements to maximize their potential benefits during retirement?

Eligibility for the Equity-League Pension Plan: Employees become eligible to participate in the Pension Plan by working at least two weeks in covered employment during a 12-month period. To maximize benefits, employees should ensure they continue working in covered employment to accumulate Years of Vesting Service (YVS), which solidifies their entitlement to benefits even if they leave the industry(Equity-League_Pension_T…).

How do the contribution limits for the Equity-League 401(k) Plan compare to traditional IRAs, and what strategies can employees deploy to make the most of their contribution options as they approach retirement?

Contribution Limits Comparison: The Equity-League 401(k) Plan has higher contribution limits compared to traditional IRAs. Employees can contribute up to $19,000 annually (or $25,000 if over 50), while traditional IRAs are capped at $6,000 (or $7,000 for those over 50). By taking full advantage of catch-up contributions as they near retirement, employees can significantly boost their retirement savings(Equity-League_Pension_T…).

What approaches can participants in the Equity-League Pension Plan take to effectively manage their individual accounts, and how can they adjust their investment strategies based on changes in their employment status or retirement goals?

Managing Individual Accounts in the Pension Plan: Participants in the Equity-League 401(k) Plan can manage their accounts by selecting from various investment options, including age-based and equity funds. Adjusting investments based on career changes or retirement goals can help employees align their portfolios with their risk tolerance and retirement timeline(Equity-League_Pension_T…).

In what ways can employees of the Equity-League Pension Plan benefit from understanding the vesting schedule, and how can this knowledge impact their overall retirement planning and decision-making process?

Vesting Schedule: Understanding the vesting schedule is crucial for employees. Employees become vested by accumulating five YVS or by satisfying other vesting tests, such as the 25-year test. Once vested, employees secure their pension benefits, regardless of future employment changes(Equity-League_Pension_T…).

What are the tax implications for participants in the Equity-League Pension Trust Fund when taking distributions from their retirement accounts, and how can they optimize their withdrawals to minimize tax liabilities?

Tax Implications for Distributions: When taking distributions from their retirement accounts, employees may face a 10% penalty if withdrawals are made before age 59½. However, rolling over distributions into IRAs can help defer taxes. Employees should consult tax professionals to optimize withdrawals and minimize tax liabilities(Equity-League_Pension_T…)(Equity-League_Pension_T…).

How can employees ensure that their beneficiary designations are current within the Equity-League Pension Plan, and what steps should they take in the event of a life change, such as marriage or divorce, to protect their intended beneficiaries?

Beneficiary Designations: It’s important for employees to keep beneficiary designations current. In the event of life changes such as marriage or divorce, updating these designations ensures intended beneficiaries receive the appropriate benefits. Employees can contact the Fund Office to make updates(Equity-League_Pension_T…)(Equity-League_Pension_T…).

What resources are available for employees of the Equity-League Pension Trust Fund to educate themselves about their retirement rights under ERISA, and how can they utilize these resources to advocate for their interests effectively?

ERISA Resources for Employees: Employees are protected under ERISA, which guarantees certain rights regarding their retirement benefits. The Equity-League Pension Trust Fund provides resources such as the Summary Plan Description, and employees can access legal help if they believe their rights have been violated(Equity-League_Pension_T…).

How does the withdrawal process work for employees of the Equity-League Pension Plan, particularly in the context of normal retirement age and circumstances that may lead to early withdrawals?

Withdrawal Process: Employees can take withdrawals as early as age 60, but benefits will be reduced for each year prior to age 65. Early withdrawals may also incur penalties, so employees should consider the long-term financial impact before opting for early retirement(Equity-League_Pension_T…).

Given the significant assets under management in the Equity-League Pension Trust Fund, how do investment choices within the plan impact employees' potential retirement income, and what factors should be considered when selecting these investments?

Investment Choices: Investment options within the 401(k) Plan impact employees' retirement income. With 19 investment choices, including equity and fixed-income investments, participants should select funds that balance growth and risk, keeping in mind the potential long-term returns(Equity-League_Pension_T…).

What is the best way for employees to contact the Equity-League Pension Trust Fund for inquiries about their benefits or the retirement process, and what specific information should they be prepared to provide to facilitate a productive conversation?

Contacting the Fund for Inquiries: Employees can contact the Equity-League Pension Trust Fund by phone, email, or mail. When making inquiries, employees should provide personal details such as their participant ID and questions about specific benefits to ensure efficient assistance(Equity-League_Pension_T…).

With the current political climate we are in it is important to keep up with current news and remain knowledgeable about your benefits.

Pension Plan Name: Equity Residential does not offer a traditional defined benefit pension plan. Instead, they focus on other retirement savings options. Years of Service and Age Qualification: Not applicable, as Equity Residential does not have a traditional pension plan. 401(k) Plan: 401(k) Plan Name: Equity Residential 401(k) Plan. Who Qualifies: Full-time employees are eligible to participate in the 401(k) plan.

Restructuring and Layoffs: Equity Residential, a major player in the residential real estate sector, has recently undergone a restructuring phase aimed at optimizing operations and enhancing efficiency. This move comes in response to shifting market conditions and evolving tenant needs. As part of this restructuring, the company has streamlined its workforce to better align with its strategic objectives. While specific numbers of layoffs have not been disclosed, the company's focus has been on adapting to economic fluctuations and improving operational agility. It is crucial to monitor these developments due to the current economic environment, which includes challenges related to investment returns and regulatory changes impacting real estate. Understanding these adjustments can provide valuable insights into how real estate companies are navigating these complexities.

Equity Residential Stock Options and RSUs 2022 Equity Residential (EQR) offered both stock options and RSUs to its employees. The company typically uses EQR for stock options and RSU for Restricted Stock Units in its documentation. In 2022, employees at Equity Residential eligible for these benefits included senior executives and other key employees. 2023 In 2023, Equity Residential continued its practice of granting stock options and RSUs to select employees. The acronym EQR refers to stock options, while RSU denotes Restricted Stock Units within the company’s benefit structure. This year, the eligibility was similar to previous years, targeting executives and high-performing staff. 2024 For 2024, Equity Residential maintained its stock option and RSU programs with updates to the vesting schedules and grant sizes. Employees at Equity Residential can receive these benefits based on their role and performance, with EQR used for stock options and RSU for Restricted Stock Units. Eligibility remains focused on key positions and high contributors.

Equity Residential has been actively working on enhancing its employee healthcare benefits, particularly in the context of its Environmental, Social, and Governance (ESG) initiatives. In 2023, the company emphasized its commitment to creating a supportive environment for its employees by expanding healthcare offerings that include comprehensive medical, dental, and vision plans. These benefits are designed to support the diverse needs of its workforce, reflecting the company's broader commitment to social responsibility and employee well-being. Equity Residential has also integrated wellness programs aimed at promoting physical and mental health, recognizing the importance of employee well-being in sustaining long-term business success.