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716-2nd, Partnerships—Current and Liquidating Distributions; Death or Retirement of a Partner, provides a detailed discussion of the tax consequences of distributions by partnerships to partners, including those arising from distributions of a partner's share of the results of partnership operations, and other distributions by the partnership that do not result in termination of the distributee's interest in the partnership even though accompanied by a change in the distributee's and remaining partners' shares of capital or profits and losses, whether in money or property—all called current distributions—and distributions of money or property on the withdrawal of a partner whether on death or withdrawal—called liquidating distributions. To view this Portfolio, take a free trial to Bloomberg BNA Tax & Accounting BLOOMBERG BNA TAX & ACCOUNTING This Portfolio is available with a subscription to Bloomberg BNA Tax & Accounting, a comprehensive research solution including over 500 Tax Management Portfolios, practice tools, primary sources and timely news. 716-2nd, Partnerships — Current and Liquidating Distributions; Death or Retirement of a Partner, provides a detailed discussion of the tax consequences of distributions by partnerships to partners, including those arising from distributions of a partner's share of the results of partnership operations, and other distributions by the partnership that do not result in termination of the distributee's interest in the partnership even though accompanied by a change in the distributee's and remaining partners' shares of capital or profits and losses, whether in money or property — all called current distributions — and distributions of money or property on the withdrawal of a partner whether on death or withdrawal — called liquidating distributions. Part III deals with the specific tax consequences of current distributions, including the basis of distributed property, the effects on the outside basis of the distributee partner's interest of money and property distributions, and the effects on the inside basis of the partnership's assets of in-kind distributions, as well as the effects of §751 to recharacterize non-pro rata distributions by partnerships that have §751 property and other property as taxable exchanges instead of nonrecognition distributions. The tax consequences of liquidating distributions are discussed in Part IV, including the different rules for the basis of distributed property, and the effect on the partnership's inside basis of gain or loss recognized by the distributee partner. Distributions, usually liquidating distributions, are important components of major partnership restructurings, including divisions, mergers, incorporations, and changes in legal form. Transfers After December 14, 1999 (1) Allocations Between Asset Classes (2) Allocations Within Asset Classes (3) Increases (4) Decreases (5) Special Rule for Stock of Corporate Partners: 755(c) (6) Requirement that Difference Between Value and Basis Be Reduced b. Timing of Basis Adjustments Caused by Liquidation of Partner's Interest 4.

Part I then addresses the vexing question of distinguishing a partner withdrawal from sale of a partnership interest (which are considered in more detail in 718 T. Partnerships — Disposition of Partnership Interests or Partnership Business; Partnership Termination). Distribution of Marketable Securities (1) In General (2) Definition of Marketable Securities (3) Exceptions (a) Marketable Securities Contributed By Distributee Partner (b) Securities Not Marketable When Acquired By Partnership (c) Securities Acquired In a Nonrecognition Transaction (d) Anti–Stuffing Rule (4) Distribution By Investment Partnership (a) Investment Partnership (b) Eligible Partner (5) Limitation on Gain (6) Basis Rules (a) Basis of Distributed Securities (b) Partner's Basis in Partnership and Partnership's Basis in Other Assets (7) Character of Gain Recognized (8) Anti–Abuse Rule 2. Ordering Rules - Liabilities Assumed and Relieved D. Allocation of Payments Between 736(a) and 736(b) d. Payments Other Than 736(b) Payments - 736(a) (1) Definition of 736(a) Payments (2) Tax Consequences of 736(a) Payments (a) Distributive Share of Partnership Income (b) Guaranteed Payments c. Even the general partnership can achieve most of these characteristics by a carefully drafted partnership agreement. Nevertheless, Subchapter K has not been amended to recognize these changes.




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