1. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. Corporations, Partnerships, Estates & Trusts 1 Chapter 11 Partnerships: Distributions, Transfer of Interests, and Terminations

2. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 2 Distributions from a Partnership (slide 1 of 4) A payment from a partnership to a partner is not necessarily treated as a distribution –e.g., Partnership may pay interest or rent to a partner, make a guaranteed payment, or purchase property from a partner If a payment is treated as a distribution, it will fall into one of two categories: –Liquidating distributions –Nonliquidating distributions Depends on whether the partner remains a partner in the partnership after the distribution

3. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 3 Distributions from a Partnership (slide 2 of 4) A liquidating distribution occurs when either: –Partnership itself liquidates and distributes all its property to the partners, or –Ongoing partnership redeems interest of one of its partners e.g., Partner retires

4. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 4 Distributions from a Partnership (slide 3 of 4) A nonliquidating distribution is any distribution from a continuing partnership to a continuing partner –Two types of nonliquidating distributions Draw –Distribution of partner’s share of current or accumulated profits Partial liquidation –Reduces partner’s interest in partnership capital but does not liquidate partner’s interest

5. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 5 Distributions from a Partnership (slide 4 of 4) Distributions from a partnership may be either: –Proportionate—Partner receives his or her share of certain ordinary income-producing assets –Disproportionate—Partner’s share of certain ordinary income-producing assets increases or decreases

6. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 6 Proportionate Nonliquidating Distributions (slide 1 of 3) In general, neither partner nor partnership recognizes gain or loss on proportionate nonliquidating distributions –Partner usually takes a carryover basis in assets distributed –Basis in partnership interest is reduced by amount of cash and basis of property distributed

7. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 7 Proportionate Nonliquidating Distributions (slide 2 of 3) –Partner recognizes gain to extent cash received exceeds partner’s adjusted basis (outside basis) in partnership interest Reduction in partner’s share of partnership debt is treated as a distribution of cash –First reduces partner’s basis in partnership –Any reduction in excess of partner’s basis in partnership results in taxable gain to the partner –Partner cannot recognize loss on a proportionate nonliquidating distribution

8. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 8 Proportionate Nonliquidating Distributions (slide 3 of 3) Property distributions –In general, no gain recognized on a property distribution If inside basis of property distributed exceeds partner’s outside basis in partnership interest, distributed asset takes substituted basis Assets are deemed distributed and basis applied in a certain order

9. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 9 Ordering Rules 1. Cash 2. Unrealized receivables and inventory 3. All other assets Basis is allocated to assets within a category based on adjusted basis to partnership

10. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 10 Proportionate Nonliquidating Distribution Examples (slide 1 of 6) Bill’s basis in partnership interest: $30,000 Proportionate nonliquidating distributions (independent fact situations): Assets Distributed A B C. Cash$15,000$15,000$ 5,000 Land—basis N/A$ 6,000 N/A (Fair mkt value) N/A$10,000 N/A Accts rec—basis N/A N/A -0- (Fair mkt value) N/A N/A $16,000

11. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 11 Proportionate Nonliquidating Distribution Examples (slide 2 of 6) A B C. Basis in interest$30,000$30,000 $30,000 Cash distributed( 15,000) (15,000) (5,000) Basis after cash 15,000 15,000 25,000 Acct. rec. distrib. N/A N/A (-0-) Basis after A.R. 15,000 15,000 25,000 Land Distrib. N/A( 6,000) N/A Basis after all dist.$15,000$ 9,000$25,000

12. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 12 Proportionate Nonliquidating Distribution Examples (slide 3 of 6) A B C. Basis in p’ship int.$15,000$9,000$25,000 Basis in cash 15,00015,000 5,000 Basis in land N/A 6,000 N/A Basis in A/R N/A N/A -0- Total basis$30,000$30,000 $30,000 Sale of non-cash assets at FMV: Selling price N/A$10,000$16,000 Basis N/A (6,000) (-0-) Gain N/A $4,000$16,000

13. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 13 Proportionate Nonliquidating Distribution Examples (slide 4 of 6) Bill’s basis in partnership interest:$30,000 Proportionate nonliquidating distributions (independent fact situations): Assets Distributed D E F. Cash$40,000 N/A$20,000 Relief of liabilities N/A40,000 N/A Land-basis N/A N/A$30,000 (Fair mkt value) N/A N/A $50,000

14. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 14 Proportionate Nonliquidating Distribution Examples (slide 5 of 6) D E F. Basis in interest$30,000$30,000$30,000 Cash distributed (40,000) N/A (20,000) Relief of liabilities N/A (40,000) N/A Gain recognized 10,000 10,000 N/A. Basis after cash (and deemed cash) dist. -0- -0- 10,000 Land distrib. N/A N/A (10,000) Basis after all distrib. -0- -0- -0-

15. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 15 Proportionate Nonliquidating Distribution Examples (slide 6 of 6) D E F. Basis in p'ship int. -0- -0- -0- Basis in cash 40,000 N/A 20,000 Liabilities relieved N/A 40,000 N/A Basis in land N/A N/A 10,000 Gain recognized(10,000)(10,000) N/A. Original basis 30,000 30,000 30,000 Sale of non-cash assets at FMV: Selling price N/A N/A$50,000 Basis N/A N/A(10,000) Gain N/A N/A$40,000

16. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 16 Effect of Liquidating Distribution In general: –No gain or loss is recognized by partnership –Partner reduces basis in partnership interest by basis in property received at each level using Ordering Rules –Partner’s entire basis in interest will be absorbed by distributed assets

17. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 17 Exceptions to Liquidating Distribution Rules (slide 1 of 2) Gain is recognized if: –Cash distributed exceeds partner’s basis –Precontribution gain exceptions –Disproportionate distribution

18. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 18 Exceptions to Liquidating Distribution Rules (slide 2 of 2) Loss is recognized only if: –Assets received include only cash, unrealized receivables and inventory, and –Outside basis exceeds partnership’s inside basis in distributed property

19. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 19 Proportionate Liquidating Distribution Examples (slide 1 of 4) Bill’s basis in partnership interest: $30,000 Proportionate liquidating distributions (partnership also liquidates) (independent fact situations): G H I. Cash$50,000$10,000$10,000 Unrealized rec. N/A -0- -0- (Fair mkt value) N/A$16,000$16,000 Filing cabinet (1231) N/A N/A 300 (Fair mkt value) N/A N/A 300

20. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 20 Proportionate Liquidating Distribution Examples (slide 2 of 4) G H I. Basis in interest$30,000$30,000$30,000 Cash distribution(50,000)(10,000)(10,000) Gain recognized 20,000 N/A N/A Basis after cash -0- 20,000 20,000 A/R distrib. N/A -0- -0- Loss recognized N/A(20,000) N/A Basis after A/R -0- -0- 20,000 Filing cabinet N/A N/A(20,000) Ending basis$ -0-$ -0-$ -0-

21. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 21 Proportionate Liquidating Distribution Examples (slide 3 of 4) G H I. Basis in p’ship int.$ -0-$ -0-$ -0- Basis in cash 50,000 10,000 10,000 Basis in A/R N/A -0- -0- Basis in filing cabinet N/A N/A 20,000 Capital (Gain)/loss (20,000) 20,000 N/A. Original basis$30,000$30,000$30,000

22. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 22 Proportionate Liquidating Distribution Examples (slide 4 of 4) Sale of non-cash assets at FMV: Example H: A/R Fil.Cab. Total. Selling price$16,000 N/A$16,000 Basis -0- N/A -0-. Gain/(loss)$16,000 N/A$16,000 (Ordinary) Example I: Selling price$16,000$ 300$16,300 Basis -0- 20,000 20,000 Gain/(loss)$16,000 ($19,700)($3,700) (Ordinary)(May be ord)

23. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 23 Property Distributions with Special Tax Treatment (slide 1 of 4) Disguised sales –Contribution of appreciated property to partnership followed by a cash distribution to the contributing party may be treated as a disguised sale –Treated as a sale of property resulting in gain recognition Partnership’s basis in the asset is cost

24. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 24 Property Distributions with Special Tax Treatment (slide 2 of 4) Marketable securities –FMV of marketable securities distributed to a partner is treated as a cash distribution Some or all of excess of FMV of securities distributed over partner’s outside basis is taxable gain –Marketable securities include most actively traded debt or equity interests, options, futures, and derivatives –Exceptions apply

25. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 25 Property Distributions with Special Tax Treatment (slide 3 of 4) Precontribution gain property –Contributing partner recognizes gain on distribution of precontribution gain property in two situations: 1. If property is distributed to another partner within 7 years of contribution date, contributing partner recognizes remaining precontribution gain –Partner’s basis in partnership and basis of distributed property is increased by gain recognized

26. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 26 Property Distributions with Special Tax Treatment (slide 4 of 4) Precontribution gain property –Contributing partner recognizes gain on distribution of precontribution gain property in two situations (cont’d): 2. If partnership distributes any property other than cash to a partner within 7 years after that partner contributes appreciated property, the partner recognizes the lesser of: –Remaining net precontribution gain –Excess of FMV of distributed property over partner’s basis in partnership interest

27. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 27 Disproportionate Distributions (slide 1 of 3) Occurs when partnership distributes cash or property to a partner which increases or decreases the partner’s share of ordinary income-producing assets (hot assets)

28. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 28 Disproportionate Distributions (slide 2 of 3) If partner receives less than proportionate share of hot assets, then treated as if: –Partnership distributed some of the assets, and –Partner sold these hot assets back to partnership –Partner recognizes ordinary income on sale of the hot assets; Partnership’s basis in hot assets is cost

29. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 29 Disproportionate Distributions (slide 3 of 3) Hot assets include: –Substantially appreciated inventory Inventory includes all assets other than cash, capital and §1231 assets Substantially appreciated means FMV > 120% of partnership’s adjusted basis in inventory –Unrealized receivables Rights to receive future amounts that will result in ordinary income recognition

30. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 30 §736: Liquidating Distribution Where P’ship Does Not Liquidate (slide 1 of 3) §736(a) income payment: –Treated as distributive share of partnership income or guaranteed payment to partner –Certain items if partnership is service-provider and retiring partner is a general partner: Unrealized receivables (except depreciation recapture) Goodwill (unless provided for in partnership agreement) §736(b) property payment: –Payments made for liquidated partner’s share of partnership’s assets

31. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 31 §736: Liquidating Distribution Where P’ship Does Not Liquidate (slide 2 of 3) §736(a) income payment: –Partner has: Ordinary income (guaranteed payment), or Distributive share of income –Partnership has: Guaranteed payment (deductible) if determined without regard to partnership profits Distributive share if based on profits

32. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 32 §736: Liquidating Distribution Where P’ship Does Not Liquidate (slide 3 of 3) §736(b) property payment: –Disproportionate distribution to extent of partner’s share of hot assets –Return of basis (and capital gain (loss) for remainder)

33. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 33 Sale of Partnership Interest (slide 1 of 4) Generally, results in gain or loss recognition by selling partner –Gain (loss) = amount realized less partner’s basis in partnership interest –Partnership liabilities assumed by purchasing partner are treated as part of consideration paid for the partnership interest

34. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 34 Sale of Partnership Interest (slide 2 of 4) Partnership tax year closes for selling partner on sale date –Partner’s share of income through sale date is calculated Can prorate annual income or use interim closing of the books –Taxed to selling partner and increases basis in partnership interest

35. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 35 Sale of Partnership Interest (slide 3 of 4) Effect of hot assets –Hot assets include: Unrealized receivables (same as for disproportionate distributions) Inventory –Includes all partnership property except money, capital assets, and §1231 assets

36. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 36 Sale of Partnership Interest (slide 4 of 4) Effect of hot assets (cont’d) –Must allocate sales price of partnership interest between “hot” (ordinary income) assets and “nonhot” (capital gain) components –Selling partner’s gain is classified as a capital gain or loss portion and an ordinary income or loss amount related to the hot assets

37. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 37 Other Dispositions of Partnership Interests (slide 1 of 8) Transfer of a partnership interest to a controlled corporation –Tax free if §351 requirements are met –If 50% or more of the total interest in capital and profits of the partnership are transferred, the partnership terminates

38. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 38 Other Dispositions of Partnership Interests (slide 2 of 8) Incorporating a partnership –At least three methods available: 1. Transfer each partner’s interest to the corp in exchange for stock –Partnership terminates –Corp becomes owner of all partnership assets –Corp has substituted basis in assets; Old partners have substituted basis in stock

39. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 39 Other Dispositions of Partnership Interests (slide 3 of 8) Incorporating a partnership (cont’d) 2. Transfer partnership assets to corp in exchange for stock and assumption of partnership liabilities –Partnership distributes stock to partners in liquidating distribution –Corp has carryover basis in assets; Old partners have substituted basis in stock

40. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 40 Other Dispositions of Partnership Interests (slide 4 of 8) Incorporating a partnership (cont’d) 3. Partnership distributes all assets and liabilities pro rata to partners in complete liquidation of partnership –Partners transfer assets and liabilities to corp in exchange for stock under §351 –Corp has substituted basis for assets; Partners have substituted basis for stock

41. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 41 Other Dispositions of Partnership Interests (slide 5 of 8) Incorporating a partnership (cont’d) –All three methods of incorporating a partnership are tax-free Exception: if liabilities of partnership exceed basis of transferred assets

42. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 42 Other Dispositions of Partnership Interests (slide 6 of 8) Nontaxable like-kind exchange rules do not apply to the exchange of interests in different partnerships

43. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 43 Other Dispositions of Partnership Interests (slide 7 of 8) Generally, the gift of a partnership interest is tax-free –Partnership income, loss, etc. is prorated between donor and donee

44. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 44 Other Dispositions of Partnership Interests (slide 8 of 8) Death of a partner –Taxable year of partnership closes with respect to that partner on date of death –Compute deceased partner’s share of partnership income or loss to that date and report on partner’s final Form 1040

45. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 45 §754 Election Adjusts partnership’s basis in assets to reflect: –The difference in the amount paid by the purchasing partner and his share of the inside basis of partnership assets The adjustment can be positive or negative The adjustment affects the basis of partnership property with respect to the transferee partner only –Gain or loss recognized by partner receiving distribution from partnership Once made, election remains in effect for all future years unless election revoked with IRS consent

46. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 46 Termination of Partnership (slide 1 of 3) Partnership terminates when either of the following events occur: –No part of the business continues to be carried on by any partners –Within a 12-month period, 50% or more of the partnership’s capital and profits interests are sold or exchanged

47. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 47 Termination of Partnership (slide 2 of 3) Partnership terminates and its tax year closes when: –The partnership incorporates –One partner in a two-party partnership buys out the other partner A termination also occurs when the partnership ceases operations and liquidates

48. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 48 Termination of Partnership (slide 3 of 3) Partnership tax year usually does not close: –Upon the death of a partner –Entry of a new partner –Liquidation of a partner’s interest in other than a two-party partnership –Sale or exchange of a less than 50% partnership interest

49. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 49 Family Partnerships (slide 1 of 3) Owned and controlled primarily by members of the same family –Often formed to save taxes by funneling some of parent’s income to the children Often difficult to establish for tax purposes

50. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 50 Family Partnerships (slide 2 of 3) Family member will be recognized as a partner if: –Capital is a material income-producing factor and partnership interest is acquired in a bona fide transaction where ownership and control are received Can be acquired by gift or purchase from another family member –Capital is not a material income-producing factor, but family member contributes substantial or vital services

51. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 51 Family Partnerships (slide 3 of 3) Kiddy tax may apply to child partner under age 19 (or a student under age 24) and claimed as a dependent by parent-partner Family member whose interest is acquired by gift from another family member may only have a portion of partnership income allocated to them –Donor partner must be allocated income representing reasonable compensation for services rendered to the partnership

52. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 52 Limited Liability Companies A LLC with 2 or more owners is taxed as a partnership –LLC members are not personally liable for debts of the entity Effectively treated as a limited partnership with no general partners –LLCs are relatively new so there is no established body of case law available Makes planning difficult

53. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 53 Limited Liability Partnerships Partners are not personally liable for the malpractice and torts of their partners Taxable as a partnership Conversion of a general partnership into a LLP is not taxable if all of the general partners become LLP partners and hold the same proportionate interest

54. © 2011 Cengage Learning. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 54 If you have any comments or suggestions concerning this PowerPoint Presentation for South-Western Federal Taxation, please contact: Dr. Donald R. Trippeer, CPA trippedr@oneonta.edu SUNY Oneonta