Liquidating a partnership

To understand the taxation of partnerships and distributions, it is necessary to know the 2 types of tax bases concerning partnerships.The inside basis is the partnership's tax basis in the individual assets.

The partnership's inside basis of the property carries over to become the partner's basis, thereby reducing the partner's outside basis by the carryover basis.

The partner’s basis in his partnership interest in increased by: These basis adjustments depend in large part on the allocation of partnership income, gains, losses, deductions, and credit among the partners.

The partnership agreement determines the allocation of these items.[14] If the partnership agreement is silent, these items are allocated in accordance with the partnership interests.[15] If the partnership agreement allocates partnership items among the partners, the allocation is respected as long as one of the following is true: If an allocation does not meet one of these requirements, the allocation of income, gain, loss, deduction, or credit is reallocated in accordance with the partner’s interest in the partnership.[20] Special rules apply to allocations of property with built-in gain and loss.[21] Important Note: The rules governing substantial economic effect are complex and must be given special consideration if the partnership agreement or operating agreement provides for allocations other than in accordance with each partner’s interest in the partnership.

A partner’s initial basis in his partnership interest depends on how the partner acquired the interest.

If the partner acquired the interest in exchange for a contribution to the partnership, his basis generally equals the amount of money and the partner’s adjusted basis in any property contributed to the partnership.[2] If the property is subject to indebtedness at the time of the contribution, the partner’s basis is reduced by the portion of the debt that is assumed by the other partners.[3] If the partner acquired his interest in exchange for services, his basis equals the value of services provided.[4] If the partner purchased his partnership interest, his basis equals his cost.[5] The partner’s initial basis is adjusted to give effect to transactions affecting the partnership.

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