stent with the intent of those provisions.When the particular facts and circumstances indicate, as they did in the case discussed above, that a transaction does not have economic substance or a bona fide business purpose, the IRS may properly disregard a purported partnership, treat a purported partner as a non-partner, reallocate a partnership’s items of income, gain, loss, deduction, or credit, or otherwise adjust or modify the claimed tax treatment to ensure that the outcome is consistent with the statutory and regulatory intent.The opinions expressed herein are solely those of the author(s) and do not necessarily represent the views of the Firm. Instead, the recognition of any gain realized on the exchange is deferred. To preserve the gain inherent in Prop – for recognition on a later, taxable disposition of the interest or Prop – X takes his partnership interest in Y with the basis X had in Prop; likewise, Y takes Prop with that same basis. IRC Sec. 722 and Sec. 723 IRC Sec. 721. IRC Sec. 731(a). Yes, there are other disguised sale rules that may be implicated here. IRC Sec. 704(c)(1)(B), for example, provides if any appreciated property contributed is distributed (directly or indirectly) by the partnership (other than to the contributing partner) within 7 years of being contributed,the contributing partner shall be treated as recognizing gain from the sale of such property in an amount equal to the gain which would otherwise have been allocated to such partner under IRC Sec. 704(c) if the property had been sold at its fair market value at the time of the distribution. See also IRC Sec. 737. Depending upon the size of the transferor’s partnership interest and the nature of the property transferred, the gain realized may be treated as ordinary income for tax purposes, while any loss realized may be disallowed. IRC Sec. 707(b). Reg. Sec. 1.707-3. If the transfer of money from the partnership to the partner occurs after the transfer of property to the partnership, the partner an

basis in the partner’s partnership interest. IRC § 733. A decrease in basis can lead to a higher taxable gain or lower deductible loss when the partnership interest or partnership assets are sold.If the deemed distribution (the decrease in liabilities allocated to the partner) exceeds the adjusted basis of the partner’s interest in the partnership, the partner must recognize gain. This gain is the amount by which the deemed distribution exceeds the partner’s adjusted basis in the partnership. Essentially, the partner is treated as having received a cash distribution larger than its investment in the partnership, resulting in taxable gain.In situations where a partnership has CODI, the partners must balance the increase in basis due to the CODI against the decrease in basis due to the deemed distribution from debt cancellation. If the increase in a partner’s basis due to CODI is less than its decrease in basis due to the deemed distribution, the partner might have to recognize a gain. IRC § 731(a).Attribute Adjustments in the Case of Taxpayer Bankruptcy or Insolvency A taxpayer’s reliance on the bankruptcy or insolvency (or certain other) exceptions to CODI comes at a cost to the taxpayer: a dollar-for-dollar reduction of the taxpayer’s tax losses, credits and other tax attributes listed below. Those reduced attributes otherwise could have reduced tax in future years. The reduction would be applied to the following attributes, in the following order: (i) net operating losses, (ii) general business credits, (iii) minimum tax credits, (iv) capital loss carryovers, (v) basis, (vi) passive activity loss and credit carryovers, and (vii) foreign tax credit carryovers. IRC § 108(b). Therefore, the exceptions to CODI are generally considered tax deferral and not a complete avoidance of the taxable income. (It should be noted that, under the bankruptcy exception, there can be fact patterns that result in a permanent avoidance of taxable income on cancelled debt.)The Bankruptcy and Insol

to the Presidential Succession Act of 1947, the Speaker of the House is next in line. Wouldn’t that be ironic? Pub. L. 117-169. IRC Sec. 453. Whether provided under the terms of an agreement or evidenced by a promissory note. In the case of a cross-purchase of a partner’s partnership interest, or in the case of a complete redemption of one shareholder’s shares of stock, installment reporting under IRC Sec. 453 is availableBy contrast, where a corporation makes a series of liquidating distributions to its shareholders, a shareholder does not recognize gain until they have recovered all of their basis. Rev. Rul. 84-48. Reg. Sec. 1.736-1(a)(2). Specifically, the payments must be allocated between (i) payments for the value of the departing partner’s interest in partnership assets, except unrealized receivables and, under some circumstances, good will, and (ii) other payments. IRC Sec. 736. The amounts paid for his interest in assets are treated in the same manner as a distribution under IRC Sec. 731 and, where applicable, Sec. 751 (dealing with “hot assets”). IRC Sec. 736(b). Reg. Sec. 1.736-1(b)(1).In general, the remaining partners are allowed no deduction for these payments, though it may be possible to amortize or depreciate them (subject to anti-churning rules) if the partnership has a Sec. 754 election in effect. IRC Sec. 736(b)(1), Sec. 731(a). IRC Sec. 741. IRC Sec. 752(b). IRC Sec. 751(b)(1)(A)(ii). The partnership itself should not realize any income on the subsequent sale of such inventory or collection of such receivables. Where capital is a not material income-producing factor for the partnership. IRC Sec. 736(b)( IRC Serc. 736(a). IRC Sec. 736(b)(1), Sec. 731(a).For the tax treatment of current distributions, see https://www.jdsupra.com/legalnews/current-partnership-distributions-when-9602065/. IRC Sec. 453(b). IRC Sec. 453(a). IRC 453(c). Again, it is assumed for purposes of this post that the payments by the partnership to a departing partner in liquidation of the

and to carry out the purposes of Subchapter K pertaining to partnership contributions and distributions.An applicable corporation can offset its CAMT with general business credits and is limited to 75 percent of AFSI.An applicable corporation can use financial statement net operating loss carry-forwards to offset up to 80 percent of book income. Congress limited such carry-forwards to losses arising from taxable years ending after Dec. 31, 2019.Covered Nonrecognition and Recognition TransactionsCovered Nonrecognition TransactionsAlmost immediately after President Joe Biden signed the IRA, the Treasury Department received comments from stakeholders requesting a broad exception for corporate reorganizations and similar transactions, and it exercised its broad authority to largely insulate specified nonrecognition transaction from the CAMT. A Covered Nonrecognition Transaction is defined as one that qualifies for nonrecognition under Sections 332, 337, 351, 354, 355, 357, 361, 368, 721, 731 or 1032, or a combination thereof. Each component of a larger transaction is examined separately for purposes of determining if the transaction meets the definition of a Covered Nonrecognition Transaction.AFSI income of the party subject to a Covered Nonrecognition Transaction is adjusted to remove financial accounting gain or loss resulting from the application of the accounting standards used by the party. Also, any increase or decrease in the financial accounting basis is ignored for purposes of the AFSI of the party receiving the transferred property.Covered Recognition TransactionsThe Covered Recognition Transaction rules are for most purposes a mirror image of the Covered Nonrecognition Transaction rules. A Covered Recognition Transaction is defined as any transfer, sale, contribution, distribution or other disposition of property treated for federal income tax purposes as resulting in gain or loss – essentially, anything that does not qualify as a Covered Nonrecognition Transac

The momentary existence of a single member “subsidiary” partnership is ignored for this purpose. IRC Sec. 721. IRC Sec. 731(a).I am assuming for our purposes that none of IRC Sec. 704(c)(1)(B), 707, 737, 751, and 752 apply. Seems like a lot, but not really where the real properties held by the distributing partnership were acquired by the partnership, and any partnership debt is split proportionately between the distributing and the distributed partnerships.

See Reg. Sec. 1.761-1(d). Under IRC Sec. 731(c), marketable securities are generally treated as money for this purpose. There are exceptions.

IRC Sec. 736(a). Under IRC 731(a), the partner will recognize gain to the extent the amount of money distributed exceeds the partner’s adjusted basis for their partnership interest. This gain is treated as having arisen from the sale of the partnership interest, which is generally treated as the sale of a capital asset.

Instead, taxpayer splits the transfer into two: one a contribution to the buyer’s parent corporation, the other a sale to the buyer corporation; the basis is split between the two transfers, such that the gain on the sale is less than the amount of cash received; not all the gain is recognized. IRC Sec. 731. In the case of such a distribution, the taxpayer/partner will be able to use their entire outside basis (i.e., the basis in their partnership interest) to offset the cash and reduce the gain realized.

The contributor must also be careful of “shifting” liabilities, as where he contributes mortgaged property to an LLC; if the contributor is not personally liable for the indebtedness, it will be “re-allocated” among all the partners, and he will be treated as receiving a distribution of money that may be taxable to him. IRC Sec. 731 and Sec. 752. IRC Sec. 731.Of course, the disguised sale and mixing bowl rules must be considered. IRC Sec. 707, Sec. 704(c)(1)(B), and Sec. 737.

Who let the dogs out? You get my meaning. IRC Sec. 741. IRC Sec. 731(a)(2). The liquidating distribution may consist of actual and deemed distributions of money by the partnership; for example, a decrease in a partner’s share of the liabilities of a partnership is considered a distribution of money by the partnership to the partner.