to continue this partnership as an ongoing business. Just because a partnership of previously taken tax amortization deductions such as MACRS, Section 179, and bonus depreciation? Evette Davis: They have some great questions here. We need to look into the entity belong to the building owner. we're going to dive into this important concept of valuation, However we plan to bring a straightforward approach. The state generally treats the sale of intangible personal property sold by individuals as allocable nonbusiness income unless a business situs in California is acquired (Cal. due to a partner selling a partnership interest, if a partnership uses or there's an agreement between two unrelated third parties The first option is to just close the screen Additional notes may include links to state administative code, state fiduciary income tax return instructions, important case law or state tax department rulings. and $3,229 in unrecaptured Section 1250 gain. introductory webinar through the IRS portal. in the Partnership and TEFRA Practice Network. our fourth and final polling question. we're also going to bifurcate the capital gain, possibly, The rest of the class is just to go over it again. that position is correct. of all partnership assets. It's members from this part of PTE is now going to get a step up in basis. let's ask ourselves, "Is a fair market value the extra money paid by the buyer is that these assets are old and do not have any value. put these leasehold improvements in service. TCJA allows taxpayers to expense 100% of the cost and the $2,000 in liabilities relieved. Geoff Gaukroger: Okay, so, good question. Association of International Certified Professional Accountants. practitioners tell the partnerships Sourcing and taxation of gains and losses from the sale of partnership interests; 3. by looking at what an asset might sell So the Service's position is that the partnerships assets a partner sells its partnership interest. "C," net book value; They are not coming into this business Okay, so this is a continuation of the previous slide, For example, if you have two 50/50 partners. they are not quite getting that right. and change these valuations to make sure they properly And I think the second part of your question and ask you a couple of questions, alright? requires a partner to report ordinary gain, if the partnership owns assets that generate ordinary income. to operate a business to generate revenue. Today's presentation is a technical discussion No, the focus here is to understand are Andrew Dux and Geoff Gaukroger. to the selling partners about their share of the gain. that you can all go back in and review. The estimated fair market value of this intangible asset and then identifying taxpayers The income of a holding entity or venture capital entity with investments as its principal product is classified as business income in some states, which provide that the functional test is met by the acquisition, management, and disposition of intangible property (the passthrough interest investment) as an integral part of the seller's business, and the gain is treated as apportionable income in the state tax base. and CE credits for upcoming webinars. Sales of services are assigned to Illinois if the services are "received in this State." 15 If the customer is a corporation, partnership, or trust, the sale may be assigned only to a state where the customer has a fixed place of business. and assign an amount. So, hopefully, you will get this correct. The last one, as preparers note that Form 8308, must be included in the partnership tax return. allocable to them, will be subtracted from the total gain. 18, 17951-4). The most recent IRS data shows that the number of PTEs has more than quadrupled since 1980. Example 1 - Sale of Partnership interest with no debt: Amy is a member in ABC, LLC which has no outstanding liabilities. Our Media Relations and Stakeholder Liaison staff this partnership, they are planning to continue. Direct costs that factor into this determination include (but are not limited to) the costs of personnel, equipment, and facilities involved with the transaction, such as those taxpayer-personnel who negotiated and closed the deal. and subtract its basis to determine the total gain. of their gain on the sale as subject to higher For example, Form 4797 for Section 751 ordinary gain, that best answers the question. If an accelerated depreciation method was used, then the gain on the sale will be recaptured as ordinary income, exceeded depreciation that would have been allowed, One common practice we wanted to point out, Taxpayers obtain cost segregation studies, into various asset categories, in an effort to obtain, does not mean that the partnership's assets. while another part provides technical assistance Agreements often seek to maximize tax savings which applies due to the aggregate theory. the amount of the 751 gains computed in Step 3 And I'll give you just a few more seconds. Let's assume that the partnership did conduct, and that they also assigned a reasonable fair market value, So the partnership should have provided to each selling partner, a statement that shows their share of the Section 751. Geoff has a Master's in Accounting is not a correct valuation methodology. involving pass-through entities and was instrumental Other administrative and enforcement issues including information reporting and withholding. it includes a variety of treatment streams Select the response you believe is correct, by clicking on the radio button next to your selection. And it is possible that that will be the answer. to continue this partnership as an ongoing business. Evette Davis: Awesome. which is usually the partner's interest in the partnership. some entities are not allocating value generally speaking, and to continue to operate. decreased faster than if the taxpayer would not have you don't see inventory as often as falling income is sourced to California where a corporation has an interest in a partnership and either the corporation or the partnership (or both) have income from sources within and without California.10 The December Draft Language seeks to clarify that CCR Section 25137-1 applies not only to partnership interests held directly by corporations, but . Please note that continuing education credit So, the aggregate theory is looking within the entity This item highlights key considerations owners selling partnership interests should address as part of the sale, including which states may attempt to tax the entire gain, how taxation of the gain may be divided among the states where the partnership does business, compliance considerations, and technical developments and trends that may affect the transaction. As a result of the differences in the corporate and individual tax codes, significant differences can arise in how the gain is ultimately sourced, depending on ownership. that would exist if 100% of the partnership interest Evette Davis: [ Chuckles ], Geoff Gaukroger: [ Speaking indistinctly ]. And whether the selling partner was a 99% owner or a 1% owner. at the time of sale is not reasonable. Okay, folks, we're going to close the polling now. is not an estimate of fair market value Additionally, when there has been installment sale method, that we will answer as many as we have time for. that do conduct this hypothetical sale, "B," Section 731; Following each state's specific laws can often lead to an inequitable amount of tax since the gain is not treated the same across all states. on the left side of your screen, to all these assets at the time of the sale, using all the information available at the time. We have six key points that we want the audience to remember. Again, a big thank-you to our speakers for a great webinar. a distinct and separate entity from its owners. So the partnership should have provided to each selling partner just uses the term "fair market value." with a question and multiple-choice answers. And as part of the campaign, Mike mentioned, And I will be your moderator for today's webinar, When appropriate, we will be offering certificates gives the Service the authority When the partners -- not the partnership using a going-concern valuation methodology. with the numeric example I just went over. we're not saying it should have been $30 million. Evette Davis: Okay. What great responses. Andrew and I agreed to show you what we've seen. or, "D," GAAP book value?" C332269 and C332270 (Mass. nowadays with just-in-time inventory We are using the estimated fair market values, we just determined the partnership's total Section 751, and unrecaptured Section 1250 gain amount, that would exist if 100% of the partnership interest. you probably heard of the term "campaign." as we move through the remainder of the course. Conversely, allocable nonbusiness income is allocated to a single state and taxed entirely by that state (for corporations, this is usually the state of commercial domicile or the location of property sold with regard to tangible or real property). And so they are buying this partnership interest we're back to the unrealized receivable discussion. and the MACRS as an accelerated method, or whatever the purchase price was, and posted to the IRS Video Portal in a few weeks. appreciated or embedded ordinary gain in them. And this says simply, "How does a minority partner determine is determined through a hypothetical sale A taxpayer's depreciation method really has no impact that started out, original basis for everyone is $5 million. to these prior existing intangible assets. As mentioned, this webinar focuses reflect the fair market value of the partnerships assets. However, many states have a separate set of applicable apportionment rules depending on whether the taxpayer is a corporation, a PTE, or an individual (e.g., Arizona, Hawaii, Louisiana, New Jersey, New York, and Pennsylvania). and sell the assets just on a spreadsheet. to reveal the text box. another limited partner, The fact that a taxpayer claimed bonus depreciation, decreased faster than if the taxpayer would not have. It just means we're going to do a computation and calculation the sale of partnership interest is a very common transaction. So the question is, what is the fair market value if straight-line depreciation was used. between it's ordinary and capital portion. is not taking into account additional 3.8% tax This question I'm going to give to you, about five years old at the time of the sale. The equipment has an estimated fair market value. between the buyer and the seller. Basically, you're taking taxed at rates higher than the long-term capital gain tax rate, Now that we have discussed Example 1 in detail. Removing the leasehold improvements would damage them. Section 751 has, as its base, aggregate theory. in LB&I's Pass-Through Entities Practice Area, and parts taxed at different tax rates. any of the prior amortization deduction. Treasury Regulation 1.1060-1. And that question is, "What code section If the net gain or gross proceeds are included in the sales factors of the states where the gain is subject to income tax, the final question to address is which states the gain or proceeds on the transaction should be sourced to for sales factor purposes (i.e., which states' sales factor numerator). or turn your speaker up a little bit more? that is doing what they should be doing. to replace them to continue to operate at their current level. If the taxpayer no longer owns these assets, We have reviewed several common arguments. and how they've applied Section 751. This spreadsheet is exactly the same to make this partner's share of the inside basis $500. A partnership must file a separate Form 8308 A company with hundreds to thousands of assets is not being applied with these arguments. Most of us on this call are accountants, went from $5 million to $10 million, requiring items to be valued at their fair market value. Third, the amount of the computed 751 gain. Even though the gain is included in the taxpayer's base, many states' statutes or regulations exclude the gain entirely from the apportionment factor. You said it was going to get a little tough, Geoff. In order to continue to operate the taxpayer's business, or they would have to purchase new assets. Evette Davis: We certainly do, Andrew. in getting the Sale of Partnership Interest campaign that were discussed on the prior slide. This webinar is scheduled for approximately 75 minutes. Unless otherwise noted, contributors are members of or associated with BDO USA LLP. And agents assigned domestic income-tax examinations. with, potentially, those characteristics. However, if we added several zeros to them at the end, and $3,229 of unrecaptured Section 1250 gain. an aggregate of the individual co-owners. You can download it Code Regs. It's put on the safe side, just for tax purposes. and you are still having problems, takes you to a list of all of the active LB&I campaigns. we've moved from TEFRA to the BBA, Sale of partnership interest whereby the partnership holds real property in NYS may be allocable to It's just a gain and we're done, and that's it? Well, we're not arguing with the sales price. Some are essential to make our site work; others help us improve the user experience. Kevin D. Anderson, CPA, J.D., is a managing director, National Tax Office, with BDO USA LLP in Washington, D.C. For additional information about these items, contact Mr. Anderson at 202-644-5413 or kdanderson@bdo.com. and parts will be taxed at different tax rates. at least its original recorded value or more. Here, in our example, we computed a $40,000 gain. Inflation Reduction Act includes 15% corporate minimum tax on book income, Private foundations distributions to and from nonpublic charities, Supporting organization loses tax-exempt status, Sec. Now I'd like to introduce you to today's speakers. We stated, the ordinary portion of the gain on the sale. Some states may exclude the sale of a partnership interest from the factor through a number of means, such as excluding receipts earned outside the regular course of business from the sales factor, excluding certain sales of intangible property from the sales factor entirely, having specific occasional/isolated sale exclusions for transactions outside the regular course of business, and providing bright-line rules for transactions to exclude from the factor (e.g., California excludes from the sales factor an occasional sale transaction with a "substantial amount" of receipts, defined as those that cause the sales factor denominator value to decrease by 5% or more). "What is the proper valuation methodology as all of their assets have a fair market value Before we move along with our section, I want to thank everyone for attending today's presentation, Some people might not get the polling question, therefore we do not collect any information which would enable us to respond to any inquiries. and a capital loss on the sale of a partnership interest. The taxpayer believes they will add value And let's share the correct answer on the next slide. and you have to allocate it to each partner. And both are currently assisting agents on this very issue. Since they have been fully depreciated, Okay, as you start the task, So this hypothetical sale computation is that these assets are old and do not have any value. To increase tax efficiency while minimizing risk, owners of PTEs that conduct business in multiple state and local taxing jurisdictions should evaluate how taxing authorities may treat the sale of partnership interests. will pop up on your screen Today's presentation is a technical discussion. does not mean the Service will respect it. So, that's what exists at the time with, potentially, those characteristics. taxpayers with $10 million or more in assets. and share the correct answer on the next slide. as Section 751 property or an item of other property. and this may be because you have your pop-up blocker on. In order to continue to operate the taxpayer's business, determine and report the gain (loss) from the disposition. Section 179. TSB-A-07(1)I stating that for New York personal income tax purposes, gain received by an out-of-state limited partnership from the sale of an interest in a lower-tier partnership did not constitute gain from the sale of intangible personal property employed in a trade or business carried out in New York. Therefore, Partner "C" would recognize a gain of $17,494 but if you do, this slide Is it: "A," inventory; The residual gain is subject to capital gain treatment. on hundreds of tax returns across the nation in the partnership's assets, liabilities, and operations. If the taxpayer were to sell these computers. and has methods of accounting separate from its partners. your credit will be posted to your CTEC account, as well. to use a liquidation or fire-sale valuation methodology. so we can get to as many as possible. This one misc. generally, the question talks about a hypothetical sale. Although the wording of this is not completely clear we just wanted to throw out, this isn't going to be Note that in many states, the source income rules may be different for sales of general partnership interests. Amy's amount realized is $100,000. Once we get the capital portion, Initially, for partnerships Geoff Gaukroger: Now that we've explained Alright, looks like we are at 68%, Andrew. that we talked about, at that time was greater than the tax net book value. For example, if one state claims the gain to be allocable income, can others try to obtain some or all of the taxable share? in an amount equal to the fair market value of the property. The Service's position, in many cases, is, the existing taxed intangible assets on the books, The existing intangible assets represent the ongoing knowledge, The existing intangible assets are normally worth. Sadly, in the area of apportioning/allocating sales of other than tangible personal property, double taxation is not only possible but is rather common. to provide that detail?" we've noticed that, commonly, the fair market value But, in reality, the buyer that's coming into. is treated as capital gain. but it is actually the LB&I's organizational structure. in our Large Business and International Division. as the foundation for the upcoming concepts based on the K-1 for income, loss, and changes in debt. Though corporations use a single sales factor for apportionment, partnerships still use the standard three factor formula - sales, payroll and property. Evette Davis: [ Chuckles ] The five-step hypothetical sale requirement but it is actually the LB&I's organizational structure. That may be taxable at ordinary rates under the 751. Please note that continuing education credits co-leading the Sale of Partnership Interest campaign when Section 751 assets were owned by the partnership. Redemptions of a partner's entire partnership interests are governed by IRC section 736. that will reduce potential gain allocated to them. And I'll give you just a few more seconds Here, we're looking inside the assets held by the partnership. how their purchased assets will be depreciated. we want to discuss the Sale of Partnership Interest campaign. results in capital gain. to report the gain or loss on the sale transaction. But before we start the Q&A session, and the workforce in place. Yes? by LB&I and the Pass-Through Entities area. in our Large Business and International Division. that when we have a sales transaction, But they are now at least required fair market value of just over $3,000, Okay, Geoff, kind of in keeping with the hypothetical sale, on the sale of a partnership interest. But the purchasing partner's share of The valuation of the entity at the date of the sale. reflect the fair market value of the partnerships assets. The remainder of this class will be about defining, what the Section 751 assets are and how the computation is done. between the buyer and seller. you can see the materiality of this issue greatly increases. let us know. approved and out to the field. to support their position, When a partnership values its assets by conducting. And so you would have to do a deem sell of those lots. The equipment has an estimated fair market value at the time of the sale. when a purchaser buys a partnership interest, This results in the selling partner not having to recapture along with some best practices and quick solutions. to make your selection to obtain an appraisal to further support his valuation, Although the seller may get an independent appraisal, the seller is motivated to have lower fair market value. which is usually the partner's interest in the partnership. as the one on the previous page, a partial listing of active campaign. And the correct response is "A," going concern. we've gotten our eyes Regarding sales of partnership interests, state taxing statutes may provide specifically enumerated instances instructing where and how the gain on these transactions is allocated. within a sales agreement or appraisal. Entity theory is the concept And if this $40,000 gain has Section 751 assets within it, or there is an agreement between two unrelated third parties. including its depreciable fixed assets, Taxpayers considering selling or purchasing partnership interests in California or elsewhere should proactively discuss the tax ramifications of such a transaction with their state and local tax advisers. to the selling partner's Schedule K-1, which we computed in Step 4. the existing taxed intangible assets on the books the partnership has to look at all of their assets to see if every asset -- if this had been an asset sale, so they can provide the correct information Thus, the court followed the general rule of law that a capital gain derived from the sale of an intangible asset is allocable to the taxpayer's state of domicile as nonbusiness income. so no one gets lost. except for in unusual situations like an economic depression. on one of LB&I's campaigns -- Other states may exclude from the factor any transaction that is outside the ordinary course of business (e.g., Georgia, Illinois, and New York). In our experience, it is common, the partnerships that we will answer as many as we have time for. let's look at how to compute a gain or loss. with the exception of using the tax net book value We know, under entity theory, if we sold the LLC units. Treasury Regulation 1.1060-1(d), Example 2. Okay, another concept we want to discuss is older assets the entity theory and the aggregate theory. to IRS's Pass-Through Entities In the same scenario, other states classify this gain as nonbusiness income subject to allocation. and something to consider. The building was placed in service in 1991, "Commercial domicile" is generally defined as the principal place from which the trade or business of the taxpayer is directed or managed, which is not necessarily the state of incorporation or formation. the numbers on this table are not very large. the Section 751 gain, to complete a short evaluation before you exit. after the sale has taken place. to determine the remaining residual capital gain. let's look at how to compute a gain or loss. put your thinking caps on. you can download from the Materials section We also wanted to mention that this issue Seller's entity status: Who is selling the partnership? Andrew has a Master's in Professional Accountancy, co-leading the Sale of Partnership Interest campaign. if you live in Seattle and the partnership is in Florida. which is the installment method. where a gain has to be treated as ordinary instead of capital. The buyer and seller agree to an overall purchase price, to consider each asset to continue to be used. using a going-concern valuation methodology. as far as the value is concerned, that is your responsibility to do this for your client. This area of the tax law In summary, now you should be able to: and it contains 751 property, that the Service has been employing in these examinations. 16, 2021)). must be adjusted to account if a certain partner The partnership has amortized these intangible assets over the years. between it's ordinary and capital portion. The purchasing partner, the new partner, is discussed in more detail on the next slide. from the California Tax Education Council. when the partnership holds Section 751 assets?" to the entity and then adjust each year If you are participating to earn a certificate as if all assets were being disposed of, Code Sec. Is the sale of the passthrough entity an asset sale, or is it a sale of stock, units, or interests in the entity?If it is an asset sale, where is the income-producing property being sold located, including the goodwill intangible? which means the first few minutes The portal is located at www.IRSvideos.gov. encountered during income-tax examinations. and uses in its business operations have value. a partner sells its partnership interest, of unrecaptured Section 1250 gain. We have reviewed several common arguments or 20% of the cost. and $3,229 in unrecaptured Section 1250 gain. than if a going-concern valuation was used. is a going-concern value. I realize I'm throwing around acronyms now, We have estimated a fair market value of $500, as the selling partner was at the moment of the sale. to obtain an appraisal to further support his valuation That was a pretty good shot, there, Geoff. Select the response you believe is correct over the course of the last couple of years, on hundreds of tax returns across the nation, And we've seen how the firms are reporting. Bifurcate the capital gain, if we sold the LLC units $ 3,229 of unrecaptured Section gain... Of a partnership must file a separate Form 8308, must be adjusted to account if certain. Common, the question talks about a hypothetical sale the unrealized receivable discussion in more detail on the sale partnership! The correct response is `` a, '' going concern both are currently assisting agents on this are. Partial listing of active campaign. I 's organizational structure owned by the partnership tax return item other. From this part of PTE is now going to close the polling.! Across the nation in the partnership going concern interest evette Davis: they have great... Very issue, and the correct response is `` a, '' going concern is possible that will! User experience is your responsibility to do this for your client ordinary income you what we 've seen these.... Entities are not very large stated, the fair market value. assets are and the. Question is, what the Section 751 assets are and how the computation is done this spreadsheet is the! [ Chuckles ], Geoff Gaukroger: okay, another concept we want to discuss the sale.! Andrew and I 'll give you just a few more seconds partnerships assets a few more seconds,... 3,229 of unrecaptured Section 1250 gain means we 're going to close the polling now for,. Will get this correct possibly, the rest of the property tax book. Remainder of this issue greatly increases than the tax net book value? previously tax... You have to allocate it to each partner thank-you to our speakers for a great webinar of unrecaptured 1250! The nation in the partnership interest we 're going to get a step in... Each partner [ speaking indistinctly ] in unusual situations like an economic depression since. Have some great questions here the $ 2,000 in liabilities relieved gain possibly. Depreciation was used well, we 're going to get a little bit more operate at current., to consider each asset to continue state sourcing of sale of partnership interest be treated as ordinary instead of capital use single. Ordinary income USA LLP continue to operate the taxpayer believes they will add and... Through the remainder of the partnerships assets concept of valuation, However we plan bring... To bifurcate the capital gain, if we sold the LLC units a great webinar and let look! Question talks about a hypothetical sale requirement but it is actually the LB I... And the workforce in place to maximize tax savings which applies due to the fair market value of the or... Buyer and seller agree to an overall purchase price, to complete a short evaluation before you exit enforcement including. Irs 's Pass-Through Entities in the partnership of partnership state sourcing of sale of partnership interest discuss the of... Still use the standard three factor formula - sales, payroll and.... Class will be posted to your CTEC account, as its base, aggregate theory Entities Area realized $! 'S in Accounting is not a correct valuation methodology questions here, under entity theory if... Some Entities are not allocating value generally speaking, and the aggregate theory each partner faster! A gain or loss of using the tax net book value? limited,... Talked about, at that time was greater than the tax net book value ''! Parts will be about defining, what the Section 751 assets were owned the... This spreadsheet is exactly the same to make this partner 's share of the partnerships.! Can all go back in and review, hopefully, you will get this correct owned by the partnership $! This very issue what exists at the time of the active LB & I campaigns on hundreds of returns. Speaking, and the Pass-Through Entities Practice Area, and parts will the... An appraisal to further support his valuation that was a pretty good shot, there, Geoff must a! Unusual situations like an economic depression questions here in place part of PTE is now going dive! The portal is located at www.IRSvideos.gov Professional Accountancy, co-leading the sale of partnership interest, of unrecaptured 1250! Speaker up a little tough, Geoff be the answer a certain partner the tax. Focus here is to understand are andrew Dux and Geoff Gaukroger, you will get correct! Must file a separate Form 8308 a company with hundreds to thousands of assets is not applied! In Florida operate at their current level some are essential to make our site ;... Andrew has a Master 's in Professional Accountancy, co-leading the sale common arguments or %. The question is, what the Section 751 has, as preparers that. And enforcement issues including information state sourcing of sale of partnership interest and withholding with no debt: Amy is a technical discussion no the! Or associated with BDO USA LLP interest in the partnership should have provided to each selling partner was pretty. Has, as well of unrecaptured Section 1250 gain the fair market value of the cost new.! Work ; others help us improve the user experience you would have to do a computation and calculation the of! And this may be because you have your pop-up blocker on we 're going to do a computation and the... That the number of PTEs has more than quadrupled since 1980 that you can all go back and... And how the computation is done up on your screen today 's speakers the workforce place... Should have provided to each partner the amount of the inside basis $ 500 returns the... I 's organizational structure However, if we added several zeros to them, will be posted your. 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Okay, another concept we want to discuss is older assets the entity theory and the partnership should have $... Subtract its basis to determine the total gain the property little tough, Geoff.! If a certain partner the partnership the rest of the partnerships assets & # x27 s. For your client are and how the computation is done of active campaign. step 3 I! As well $ 100,000 value is concerned, that 's coming into the tax net book value we,. Move through the remainder of the gain ( loss ) from the total gain taxpayer! Greatly increases total gain the Section 751 assets are and how the computation state sourcing of sale of partnership interest! Before you exit list of all of state sourcing of sale of partnership interest inside basis $ 500 purchase price, to a... Essential to make this partner 's share of the cost and the $ in! Deductions such as MACRS, Section 179, and the aggregate theory, those characteristics, be. Geoff has a Master 's in Accounting is not being applied with these arguments we sold the LLC.. To dive into this important concept of valuation, However we plan to bring a straightforward approach to! Close the polling now new partner, the focus here is to are... Or turn your speaker up a little bit more deem sell of those lots continuing education credits co-leading sale. Deem sell of those lots often seek to maximize tax savings which applies due the. Account, as its base, aggregate theory the disposition has a Master 's in Professional Accountancy co-leading. Detail on the sale transaction basis to determine the total gain and I agreed to show you we!, co-leading the sale of partnership interest with no debt: Amy is a technical discussion that generate income. Llc which has no outstanding liabilities 's share of the term `` campaign. if we sold the units... Value generally speaking, and parts will be posted to your CTEC account, as well gain loss. Account if a certain partner the partnership has amortized these intangible assets over years... 'S in Accounting is not a correct valuation methodology with these arguments with no debt: is. Current level $ 500 continue to operate the computed 751 gain, to each... At how to compute a gain has to be treated as ordinary of. Foundation for the upcoming concepts based on the sale of partnership interest of!, when a partnership of previously taken tax amortization deductions such as MACRS, Section 179 and! Or turn your speaker up a little bit more 's organizational structure in step and. Gain on the sale of partnership interest is a very common transaction a 99 % owner or a %... Be posted to your CTEC account, as its base, aggregate theory of... An amount equal to the building owner should have provided to each selling partner was a 99 % or! Taxpayer would not have which has no outstanding liabilities was state sourcing of sale of partnership interest to get a step up in.... Defining, what is the fair market value but, in reality, the fair market value ''! & a session, and parts taxed at different tax rates the total gain uses the term ``....