Formation, Transfers & Termination

Topics

February 1, 2019

Repeal of technical terminations: What will and will not be missed

With the repeal of technical terminations, partnerships can only terminate for U.S. federal income tax purposes if no part of any business, financial operation, or venture continues to be conducted by any of its partners.

February 1, 2017

Planning for the Discontinuation of a Partnership’s Business

This column focuses on what happens when a partnership’s business activities cease.

February 1, 2016

Current Developments in Partners and Partnerships

This article discusses developments in income allocations, disguised sales, partnership distributions, terminations, and basis adjustments.

July 22, 2014

Final Rules Issued on Bona Fide Indebtedness and Terminating Partnership’s Startup Expenses

Final regulations were issued on S corporation shareholder basis of indebtedness of the S corporation to the shareholder only if the indebtedness is bona fide and on the deductibility of startup expenditures and organizational expenses for partnerships following a termination of a partnership.

June 1, 2014

Determining If a Technical Termination Occurs

To determine if an LLC terminates, the practitioner must determine whether an LLC interest was disposed of in a “sale or exchange” as defined in the Sec. 708 regulations. If so, did the sale or exchange result in 50% or more of the total interests in LLC capital and profits being sold or exchanged during a consecutive 12-month period?

March 1, 2014

IRS Disallows Write-Off of Startup and Organizational Costs in a Technical Termination

New partnerships formed from technical terminations must step into the shoes of the terminated partnership and continue to amortize Sec. 195 startup expenditures and Sec. 709 organization fees using the same amortization period the terminated partnership used.

February 1, 2014

Current Developments in Partners and Partnerships

This article reviews and analyzes recent rulings and decisions involving partnerships. The discussion covers developments in partnership formation, income allocations, and basis adjustments

February 1, 2014

Proposed Regs. Issued on Amortization of Startup Expenses by Terminating Partnerships

The IRS issued proposed regulations aimed at preventing partnerships from using technical terminations to accelerate their deductions of startup and organizational expenses.

December 6, 2013

Proposed Rules Would Require Terminating Partnerships to Amortize Startup Expenditures

The IRS issued proposed regulations aimed at preventing partnerships from using technical terminations to accelerate their deductions of startup and organizational expenses.

July 1, 2013

Application of Sec. 704(c) to Divisions

There is no guidance addressing how Sec. 704(c) principles should apply when a partnership distributes an asset to multiple partners in a partnership division, including in an assets-over division, which may leave open two alternative approaches.

October 1, 2010

Termination of an LLC

This column reviews the determination of when an event triggers the termination of an LLC classified as a partnership

February 1, 2010

Current Developments in Partners and Partnerships

This article reviews and analyzes recent rulings and decisions involving partnerships. The discussion covers developments in partnership formation, debt and income allocations, distributions, passive activity losses, and basis adjustments.

October 1, 2008

Termination of a Partnership Interest

This item explores the two main methods used when terminating a partnership interest: purchase and liquidation.

June 1, 2007

Technical Terminations: Tangible Personal Property Depreciation Issues

Editor: Mary Van Leuven, J.D., LL.M. Technical terminations of partnerships under Sec. 708 (b)(1)(B) and its regulations create numerous issues as to the proper tax treatment of depreciable tangible property owned by the terminating partnership, particularly when changing its accounting method for such property. Under Regs. Sec. 1.708-1(b)(1)(iv), the new