Reg. § 1.751-1 Unrealized receivables and inventory items.
(a) Sale or exchange of interest in a partnership
(1) Character of amount realized To the extent that money or property received by a partner in exchange for all or part of his partnership interest is attributable to his share of the value of partnership unrealized receivables or substantially appreciated inventory items, the money or fair market value of the property received shall be considered as an amount realized from the sale or exchange of property other than a capital asset. The remainder of the total amount realized on the sale or exchange of the partnership interest is realized from the sale or exchange of a capital asset under section . For definition of “unrealized receivables” and “inventory items which have appreciated substantially in value”, see section (c) and (d). Unrealized receivables and substantially appreciated inventory items are hereafter in this section referred to as “section property”. See of this section.
(2) Determination of gain or loss The income or loss realized by a partner upon the sale or exchange of its interest in section property is the amount of income or loss from section property (including any remedial allocations under ) that would have been allocated to the partner (to the extent attributable to the partnership interest sold or exchanged) if the partnership had sold all of its property in a fully taxable transaction for cash in an amount equal to the fair market value of such property (taking into account section ) immediately prior to the partner's transfer of the interest in the partnership. Any gain or loss recognized that is attributable to section property will be ordinary gain or loss. The difference between the amount of capital gain or loss that the partner would realize in the absence of section and the amount of ordinary income or loss determined under this is the transferor's capital gain or loss on the sale of its partnership interest. See for rules relating to the amount of ordinary income or loss attributable to a contract accounted for under a long-term contract method of accounting.
(3) Statement required A partner selling or exchanging any part of an interest in a partnership that has any section property at the time of sale or exchange must submit with its income tax return for the taxable year in which the sale or exchange occurs a statement setting forth separately the following information—
(i) The date of the sale or exchange;
(ii) The amount of any gain or loss attributable to the section property; and
(iii) The amount of any gain or loss attributable to capital gain or loss on the sale of the partnership interest.
(b) Certain distributions treated as sales or exchanges
(1) In general
(i) Certain distributions to which section applies are treated in part as sales or exchanges of property between the partnership and the distributee partner, and not as distributions to which sections through apply. A distribution treated as a sale or exchange under section is not subject to the provisions of section . Section applies whether or not the distribution is in liquidation of the distributee partner's entire interest in the partnership. However, section applies only to the extent that a partner either receives section property in exchange for his relinquishing any part of his interest in other property, or receives other property in exchange for his relinquishing any part of his interest in section property.
(ii) Section does not apply to a distribution to a partner which is not in exchange for his interest in other partnership property. Thus, section does not apply to the extent that a distribution consists of the distributee partner's share of section property or his share of other property. Similarly, section does not apply to current drawings or to advances against the partner's distributive share, or to a distribution which is, in fact, a gift or payment for services or for the use of capital. In determining whether a partner has received only his share of either section property or of other property, his interest in such property remaining in the partnership immediately after a distribution must be taken into account. For example, the section property in partnership ABC has a fair market value of $100,000 in which partner A has an interest of 30 percent, or $30,000. If A receives $20,000 of section property in a distribution, and continues to have a 30-percent interest in the $80,000 of section property remaining in the partnership after the distribution, only $6,000 ($30,000 minus $24,000 (30 percent of $80,000)) of the section property received by him will be considered to be his share of such property. The remaining $14,000 ($20,000 minus $6,000) received is in excess of his share.
(iii) If a distribution is, in part, a distribution of the distributee partner's share of section property, or of other property (including money) and, in part, a distribution in exchange of such properties, the distribution shall be divided for the purpose of applying section . The rules of section shall first apply to the part of the distribution treated as a sale or exchange of such properties, and then the rules of sections through shall apply to the part of the distribution not treated as a sale or exchange. See of this section for treatment of payments under section .
(2) Distribution of section 751 property (unrealized receivables or substantially appreciated inventory items)
(i) To the extent that a partner receives section property in a distribution in exchange for any part of his interest in partnership property (including money) other than section property, the transaction shall be treated as a sale or exchange of such properties between the distributee partner and the partnership (as constituted after the distribution).
(ii) At the time of the distribution, the partnership (as constituted after the distribution) realizes ordinary income or loss on the sale or exchange of the section property. The amount of the income or loss to the partnership will be measured by the difference between the adjusted basis to the partnership of the section property considered as sold to or exchanged with the partner, and the fair market value of the distributee partner's interest in other partnership property which he relinquished in the exchange. In computing the partners' distributive shares of such ordinary income or loss, the income or loss shall be allocated only to partners other than the distributee and separately taken into account under section .
(iii) At the time of the distribution, the distributee partner realizes gain or loss measured by the difference between his adjusted basis for the property relinquished in the exchange (including any special basis adjustment which he may have) and the fair market value of the section property received by him in exchange for his interest in other property which he has relinquished. The distributee's adjusted basis for the property relinquished is the basis such property would have had under section (including subsection (d) thereof) if the distributee partner had received such property in a current distribution immediately before the actual distribution which is treated wholly or partly as a sale or exchange under section . The character of the gain or loss to the distributee partner shall be determined by the character of the property in which he relinquished his interest.
(3) Distribution of partnership property other than section 751 property
(i) To the extent that a partner receives a distribution of partnership property (including money) other than section property in exchange for any part of his interest in section property of the partnership, the distribution shall be treated as a sale or exchange of such properties between the distributee partner and the partnership (as constituted after the distribution).
(ii) At the time of the distribution, the partnership (as constituted after the distribution) realizes gain or loss on the sale or exchange of the property other than section property. The amount of the gain to the partnership will be measured by the difference between the adjusted basis to the partnership of the distributed property considered as sold to or exchanged with the partner, and the fair market value of the distributee partner's interest in section property which he relinquished in the exchange. The character of the gain or loss to the partnership is determined by the character of the distributed property treated as sold or exchanged by the partnership. In computing the partners' distributive shares of such gain or loss, the gain or loss shall be allocated only to partners other than the distributee and separately taken into account under section .
(iii) At the time of the distribution, the distributee partner realizes ordinary income or loss on the sale or exchange of the section property. The amount of the distributee partner's income or loss shall be measured by the difference between his adjusted basis for the section property relinquished in the exchange (including any special basis adjustment which he may have), and the fair market value of other property (including money) received by him in exchange for his interest in the section property which he has relinquished. The distributee partner's adjusted basis for the section property relinquished is the basis such property would have had under section (including subsection (d) thereof) if the distributee partner had received such property in a current distribution immediately before the actual distribution which is treated wholly or partly as a sale or exchange under section .
(4) Exceptions
(i) Section does not apply to the distribution to a partner of property which the distributee partner contributed to the partnership. The distribution of such property is governed by the rules set forth in sections through , relating to distributions by a partnership.
(ii) Section does not apply to payments made to a retiring partner or to a deceased partner's successor in interest to the extent that, under section , such payments constitute a distributive share of partnership income or guaranteed payments. Payments to a retiring partner or to a deceased partner's successor in interest for his interest in unrealized receivables of the partnership in excess of their partnership basis, including any special basis adjustment for them to which such partner is entitled, constitute payments under section and, therefore, are not subject to section . However, payments under section which are considered as made in exchange for an interest in partnership property are subject to section to the extent that they involve an exchange of substantially appreciated inventory items for other property. Thus, payments to a retiring partner or to a deceased partner's successor in interest under section must first be divided between payments under section and section . The section payments must then be divided, if there is an exchange of substantially appreciated inventory items for other property, between the payments treated as a sale or exchange under section and payments treated as a distribution under sections through . See subparagraph (1)(iii) of this paragraph, and section and .
(5) Statement required A partnership which distributes section property to a partner in exchange for his interest in other partnership property, or which distributes other property in exchange for any part of the partner's interest in section property, shall submit with its return for the year of the distribution a statement showing the computation of any income, gain, or loss to the partnership under the provisions of section and this paragraph. The distributee partner shall submit with his return a statement showing the computation of any income, gain, or loss to him. Such statement shall contain information similar to that required under of this section.
(c) Unrealized receivables
(1) The term unrealized receivables, as used in subchapter K, chapter 1 of the Code, means any rights (contractual or otherwise) to payment for:
(i) Goods delivered or to be delivered (to the extent that such payment would be treated as received for property other than a capital asset), or
(ii) Services rendered or to be rendered,
to the extent that income arising from such rights to payment was not previously includible in income under the method of accounting employed by the partnership. Such rights must have arisen under contracts or agreements in existence at the time of sale or distribution, although the partnership may not be able to enforce payment until a later time. For example, the term includes trade accounts receivable of a cash method taxpayer, and rights to payment for work or goods begun but incomplete at the time of the sale or distribution.
(2) The basis for such unrealized receivables shall include all costs or expenses attributable thereto paid or accrued but not previously taken into account under the partnership method of accounting.
(3) In determining the amount of the sale price attributable to such unrealized receivables, or their value in a distribution treated as a sale or exchange, full account shall be taken not only of the estimated cost of completing performance of the contract or agreement, but also of the time between the sale or distribution and the time of payment.
(4)
(i) With respect to any taxable year of a partnership ending after September 12, 1966 (but only in respect of expenditures paid or incurred after that date), the term unrealized receivables, for purposes of this section and sections , , , and , also includes potential gain from mining property defined in section . With respect to each item of partnership mining property so defined, the potential gain is the amount that would be treated as gain to which section would apply if (at the time of the transaction described in section , , , or , as the case may be) the item were sold by the partnership at its fair market value.
(ii) With respect to sales, exchanges, or other dispositions after December 31, 1975, in any taxable year of a partnership ending after that date, the term unrealized receivables, for purposes of this section and sections , , , and , also includes potential gain from stock in a DISC as described in section . With respect to stock in such a DISC, the potential gain is the amount that would be treated as gain to which section would apply if (at the time of the transaction described in section , , , or , as the case may be) the stock were sold by the partnership at its fair market value.
(iii) With respect to any taxable year of a partnership beginning after December 31, 1962, the term unrealized receivables, for purposes of this section and sections , , , and , also includes potential gain from section property. With respect to each item of partnership section property (as defined in section ), potential gain from section property is the amount that would be treated as gain to which section would apply if (at the time of the transaction described in section , , , or , as the case may be) the item of section property were sold by the partnership at its fair market value. See . For example, if a partnership would recognize under section gain of $600 upon a sale of one item of section property and gain of $300 upon a sale of its only other item of such property, the potential section income of the partnership would be $900.
(iv) With respect to transfers after October 9, 1975, and to sales, exchanges, and distributions taking place after that date, the term unrealized receivables, for purposes of this section and sections , , , and , also includes potential gain from stock in certain foreign corporations as described in section . With respect to stock in such a foreign corporation, the potential gain is the amount that would be treated as gain to which section would apply if (at the time of the transaction described in section , , , or , as the case may be) the stock were sold by the partnership at its fair market value.
(v) With respect to any taxable year of a partnership ending after December 31, 1963, the term unrealized receivables, for purposes of this section and sections , , , and , also includes potential gain from section property. With respect to each item of partnership section property (as defined in section ), potential gain from section property is the amount that would be treated as gain to which section would apply if (at the time of the transaction described in section , , , or , as the case may be) the item of section property were sold by the partnership at its fair market value. See .
(vi) With respect to any taxable year of a partnership beginning after December 31, 1969, the term unrealized receivables, for purposes of this section and sections , , , and , also includes potential gain from farm recapture property as defined in section (as in effect before enactment of the Tax Reform Act of 1984). With respect to each item of partnership farm recapture property so defined, the potential gain is the amount which would be treated as gain to which section (as in effect before enactment of the Tax Reform Act of 1984) would apply if (at the time of the transaction described in section , , , or , as the case may be) the item were sold by the partnership at its fair market value.
(vii) With respect to any taxable year of a partnership beginning after December 31, 1969, the term unrealized receivables, for purposes of this section and sections , , , and , also includes potential gain from farm land as defined in section . With respect to each item of partnership farm land so defined, the potential gain is the amount that would be treated as gain to which section would apply if (at the time of the transaction described in section , , , or , as the case may be) the item were sold by the partnership at its fair market value.
(viii) With respect to transactions which occur after December 31, 1976, in any taxable year of a partnership ending after that date, the term unrealized receivables, for purposes of this section and sections , , , and , also includes potential gain from franchises, trademarks, or trade names referred to in section . With respect to each such item so referred to in section , the potential gain is the amount that would be treated as gain to which section would apply if (at the time of the transaction described in section , , , or , as the case may be) the items were sold by the partnership at its fair market value.
(ix) With respect to any taxable year of a partnership ending after December 31, 1975, the term unrealized receivables, for purposes of this section and sections , , , and , also includes potential gain under section from natural resource recapture property as defined in . With respect to each separate partnership natural resource recapture property so described, the potential gain is the amount that would be treated as gain to which section would apply if (at the time of the transaction described in section , , , or , as the case may be) the property were sold by the partnership at its fair market value.
(5) For purposes of subtitle A of the Internal Revenue Code, the basis of any potential gain described in of this section is zero.
(6)
(i) If (at the time of any transaction referred to in of this section) a partnership holds property described in of this section and if—
(A) A partner had a special basis adjustment under section in respect of the property;
(B) The basis under section 732 of the property if distributed to the partner would reflect a special basis adjustment under section ; or
(C) On the date a partner acquired a partnership interest by way of a sale or exchange (or upon the death of another partner) the partnership owned the property and an election under section was in effect with respect to the partnership, the partner's share of any potential gain described in of this section is determined under of this section.
(ii) The partner's share of the potential gain described in of this section in respect of the property to which this applies is that amount of gain that the partner would recognize under section , , , , , (as in effect before the Tax Reform Act of 1984), 1252(a), 1253(a), or 1254(a) (as the case may be) upon a sale of the property by the partnership, except that, for purposes of this the partner's share of such gain is determined in a manner that is consistent with the manner in which the partner's share of partnership property is determined; and the amount of a potential special basis adjustment under section is treated as if it were the amount of a special basis adjustment under section . For example, in determining, for purposes of this , the amount of gain that a partner would recognize under section upon a sale of partnership property, the items allocated under are allocated to the partner in the same manner as the partner's share of partnership property is determined. See for rules similar to those contained in .
(d) Inventory items which have substantially appreciated in value
(1) Substantial appreciation Partnership inventory items shall be considered to have appreciated substantially in value if, at the time of the sale or distribution, the total fair market value of all the inventory items of the partnership exceeds 120 percent of the aggregate adjusted basis for such property in the hands of the partnership (without regard to any special basis adjustment of any partner) and, in addition, exceeds 10 percent of the fair market value of all partnership property other than money. The terms “inventory items which have appreciated substantially in value” or “substantially appreciated inventory items” refer to the aggregate of all partnership inventory items. These terms do not refer to specific partnership inventory items or to specific groups of such items. For example, any distribution of inventory items by a partnership the inventory items of which as a whole are substantially appreciated in value shall be a distribution of substantially appreciated inventory items for the purposes of section , even though the specific inventory items distributed may not be appreciated in value. Similarly, if the aggregate of partnership inventory items are not substantially appreciated in value, a distribution of specific inventory items, the value of which is more than 120 percent of their adjusted basis, will not constitute a distribution of substantially appreciated inventory items. For the purpose of this paragraph, the “fair market value” of inventory items has the same meaning as “market” value in the regulations under section , relating to general rule for inventories.
(2) Inventory items The term inventory items as used in subchapter K, chapter 1 of the Code, includes the following types of property:
(i) Stock in trade of the partnership, or other property of a kind which would properly be included in the inventory of the partnership if on hand at the close of the taxable year, or property held by the partnership primarily for sale to customers in the ordinary course of its trade or business. See section .
(ii) Any other property of the partnership which, on sale or exchange by the partnership, would be considered property other than a capital asset and other than property described in section . Thus, accounts receivable acquired in the ordinary course of business for services or from the sale of stock in trade constitute inventory items (see section ), as do any unrealized receivables.
(iii) Any other property retained by the partnership which, if held by the partner selling his partnership interest or receiving a distribution described in section , would be considered property described in subdivision (i) or (ii) of this subparagraph. Property actually distributed to the partner does not come within the provisions of section and this subdivision.
(e) Section 751 property and other property For the purposes of this section, section property means unrealized receivables or substantially appreciated inventory items, and other property means all property (including money) except section property.
(f) Effective date Section applies to gain or loss to a seller, distributee, or partnership in the case of a sale, exchange, or distribution occurring after March 9, 1954. For the purpose of applying this paragraph in the case of a taxable year beginning before January 1, 1955, a partnership or a partner may elect to treat as applicable any other section of subchapter K, chapter 1 of the Code. Any such election shall be made by a statement submitted not later than the time prescribed by law for the filing of the return for such taxable year, or August 21, 1956, whichever date is later (but not later than 6 months after the time prescribed by law for the filing of the return for such year). See section 771(b)(3) and . See also section 771(c) and . The rules contained in and of this section apply to transfers of partnership interests that occur on or after December 15, 1999.
(g) Examples Application of the provisions of section may be illustrated by the following examples:
Example 1.
(i)(A) A and B are equal partners in personal service partnership PRS. B transfers its interest in PRS to T for $15,000 when PRS's balance sheet (reflecting a cash receipts and disbursements method of accounting) is as follows:
| Assets | Adjusted basis | Fair market value | |
|---|---|---|---|
| Cash | $3,000 | $3,000 | |
| Loans Receivable | 10,000 | 10,000 | |
| Capital Assets | 7,000 | 5,000 | |
| Unrealized Receivables | 0 | 14,000 | |
| Total | 20,000 | 32,000 |
| Liabilities and Capital | Adjusted per books | Fair market value | |
|---|---|---|---|
| Liabilities | $2,000 | $2,000 | |
| Capital: | |||
| A | 9,000 | 15,000 | |
| B | 9,000 | 15,000 | |
| Total | 20,000 | 32,000 |
(B) None of the assets owned by PRS is section property, and the capital assets are nondepreciable. The total amount realized by B is $16,000, consisting of the cash received, $15,000, plus $1,000, B's share of the partnership liabilities assumed by T. See section . B's undivided half-interest in the partnership property includes a half-interest in the partnership's unrealized receivables items. B's basis for its partnership interest is $10,000 ($9,000, plus $1,000, B's share of partnership liabilities). If section did not apply to the sale, B would recognize $6,000 of capital gain from the sale of the interest in PRS. However, section does apply to the sale.
(ii) If PRS sold all of its section property in a fully taxable transaction immediately prior to the transfer of B's partnership interest to T, B would have been allocated $7,000 of ordinary income from the sale of PRS's unrealized receivables. Therefore, B will recognize $7,000 of ordinary income with respect to the unrealized receivables. The difference between the amount of capital gain or loss that the partner would realize in the absence of section ($6,000) and the amount of ordinary income or loss determined under of this section ($7,000) is the transferor's capital gain or loss on the sale of its partnership interest. In this case, B will recognize a $1,000 capital loss.
Example 2.
(a) Facts. Partnership ABC makes a distribution to partner C in liquidation of his entire one-third interest in the partnership. At the time of the distribution, the balance sheet of the partnership, which uses the accrual method of accounting, is as follows:
| Adjusted basis per books | Market value | |
|---|---|---|
| Cash | $15,000 | $15,000 |
| Accounts receivable | 9,000 | 9,000 |
| Inventory | 21,000 | 30,000 |
| Depreciable property | 42,000 | 48,000 |
| Land | 9,000 | 9,000 |
| Total | 96,000 | 11,000 |
| Per books | Value | |
|---|---|---|
| Current liabilities | $15,000 | $15,000 |
| Mortgage payable | 21,000 | 21,000 |
| Capital: | ||
| A | 20,000 | 25,000 |
| B | 20,000 | 25,000 |
| C | 20,000 | 25,000 |
| Total | 96,000 | 111,000 |
The distribution received by C consists of $10,000 cash and depreciable property with a fair market value of $15,000 and an adjusted basis to the partnership of $15,000.
(b) Presence of section property. The partnership has no unrealized receivables, but the dual test provided in section must be applied to determine whether the inventory items of the partnership, in the aggregate, have appreciated substantially in value. The fair market value of all partnership inventory items, $39,000 (inventory $30,000, and accounts receivable $9,000), exceeds 120 percent of the $30,000 adjusted basis of such items to the partnership. The fair market value of the inventory items, $39,000, also exceeds 10 percent of the fair market value of all partnership property other than money (10 percent of $96,000 or $9,600). Therefore, the partnership inventory items have substantially appreciated in value.
(c) The properties exchanged. Since C's entire partnership interest is to be liquidated, the provisions of section are applicable. No part of the payment, however, is considered as a distributive share or as a guaranteed payment under section because the entire payment is made for C's interest in partnership property. Therefore, the entire payment is for an interest in partnership property under section , and, to the extent applicable, subject to the rules of section . In the distribution, C received his share of cash ($5,000) and $15,000 in depreciable property ($1,000 less than his $16,000 share). In addition, he received other partnership property ($5,000 cash and $12,000 liabilities assumed, treated as money distributed under section ) in exchange for his interest in accounts receivable ($3,000), inventory ($10,000), land ($3,000), and the balance of his interest in depreciable property ($1,000). Section applies only to the extent of the exchange of other property for section property (i.e., inventory items, which include trade accounts receivable). The section property exchanged has a fair market value of $13,000 ($3,000 in accounts receivable and $10,000 in inventory). Thus, $13,000 of the total amount C received is considered as received for the sale of section property.
(d) Distributee partner's tax consequences. C's tax consequences on the distribution are as follows:
(1) The section sale or exchange. C's share of the inventory items is treated as if he received them in a current distribution, and his basis for such items is $10,000 ($7,000 for inventory and $3,000 for accounts receivable) as determined under of this section. Then C is considered as having sold his share of inventory items to the partnership for $13,000. Thus, on the sale of his share of inventory items, C realizes $3,000 of ordinary income.
(2) The part of the distribution not under section . Section does not apply to the balance of the distribution. Before the distribution, C's basis for his partnership interest was $32,000 ($20,000 plus $12,000, his share of partnership liabilities). See section . This basis is reduced by $10,000, the basis attributed to the section property treated as distributed to C and sold by him to the partnership. Thus, C has a basis of $22,000 for the remainder of his partnership interest. The total distribution to C was $37,000 ($22,000 in cash and liabilities assumed, and $15,000 in depreciable property). Since C received no more than his share of the depreciable property, none of the depreciable property constitutes proceeds of the sale under section . C did receive more than his share of money. Therefore, the sale proceeds, treated separately in subparagraph (1) of this paragraph of this example, must consist of money and therefore must be deducted from the money distribution. Consequently, in liquidation of the balance of C's interest, he receives depreciable property and $9,000 in money ($22,000 less $13,000). Therefore, no gain or loss is recognized to C on the distribution. Under section , C's basis for the depreciable property is $13,000 (the remaining basis of his partnership interest, $22,000, reduced by $9,000, the money received in the distribution).
(e) Partnership's tax consequences. The tax consequences to the partnership on the distribution are as follows:
(1) The section sale or exchange. The partnership consisting of the remaining members has no ordinary income on the distribution since it did not give up any section property in the exchange. Of the $22,000 money distributed (in cash and the assumption of C's share of liabilities), $13,000 was paid to acquire C's interest in inventory ($10,000 fair market value) and in accounts receivable ($3,000). Since under section the partnership is treated as buying these properties, it has a new cost basis for the inventory and accounts receivable acquired from C. Its basis for C's share of inventory and accounts receivable is $13,000, the amount which the partnership is considered as having paid C in the exchange. Since the partnership is treated as having distributed C's share of inventory and accounts receivable to him, the partnership must decrease its basis for inventory and accounts receivable ($30,000) by $10,000, the basis of C's share treated as distributed to him, and then increase the basis for inventory and accounts receivable by $13,000 to reflect the purchase prices of the items acquired. Thus, the basis of the partnership inventory is increased from $21,000 to $24,000 in the transaction. (Note that the basis of property acquired in a section exchange is determined under section without regard to any elections of the partnership. See .) Further, the partnership realizes no capital gain or loss on the portion of the distribution treated as a sale under section since, to acquire C's interest in the inventory and accounts receivable, it gave up money and assumed C's share of liabilities.
(2) The part of the distribution not under section . In the remainder of the distribution to C which was not in exchange for C's interest in section property, C received only other property as follows: $15,000 in depreciable property (with a basis to the partnership of $15,000) and $9,000 in money ($22,000 less $13,000 treated under subparagraph (1) of this paragraph of this example). Since this part of the distribution is not an exchange of section property for other property, section does not apply. Instead, the provisions which apply are sections through , relating to distributions by a partnership. No gain or loss is recognized to the partnership on the distribution. (See section .) Further, the partnership makes no adjustment to the basis of remaining depreciable property unless an election under section is in effect. (See section .) Thus, the basis of the depreciable property before the distribution, $42,000, is reduced by the basis of the depreciable property distributed, $15,000, leaving a basis for the depreciable property in the partnership of $27,000. However, if an election under section is in effect, the partnership must make the adjustment required under section as follows: Since the adjusted basis of the distributed property to the partnership had been $15,000, and is only $13,000 in C's hands (see paragraph (d)(2) of this example), the partnership will increase the basis of the depreciable property remaining in the partnership by $2,000 (the excess of the adjusted basis to the partnership of the distributed depreciable property immediately before the distribution over its basis to the distributee). Whether or not an election under section is in effect, the basis for each of the remaining partner's partnership interests will be $38,000 ($20,000 original contribution, plus $12,000, each partner's original share of the liabilities, plus $6,000, the share of C's liabilities each assumed).
(f) Partnership trial balance. A trial balance of the AB partnership after the distribution in liquidation of C's entire interest would reflect the results set forth in the schedule below. Column I shows the amounts to be reflected in the records if an election is in effect under section with respect to an optional adjustment under section to the basis of undistributed partnership property. Column II shows the amounts to be reflected in the records where an election under section is not in effect. Note that in column II, the total bases for the partnership assets do not equal the total of the bases for the partnership interests.
Example 3.
(a) Facts. Assume that the distribution to partner C in example 2 of this paragraph in liquidation of his entire interest in partnership ABC consists of $5,000 in cash and $20,000 worth of partnership inventory with a basis of $14,000.
| I | II | Sec.754, Election in effect | Sec.754, Election not in effect | Basis | Fair market value | Basis | Fair market value | |
|---|---|---|---|---|---|---|---|---|
| Cash | $5,000 | $5,000 | $5,000 | $5,000 | ||||
| Accounts receivable | 9,000 | 9,000 | 9,000 | 9,000 | ||||
| Inventory | 24,000 | 30,000 | 24,000 | 30,000 | ||||
| Depreciable property | 29,000 | 33,000 | 27,000 | 33,000 | ||||
| Land | 9,000 | 9,000 | 9,000 | 9,000 | ||||
| 76,000 | 86,000 | 74,000 | 86,000 | |||||
| Current liabilities | 15,000 | 15,000 | 15,000 | 15,000 | ||||
| Mortgage | 21,000 | 21,000 | 21,000 | 21,000 | ||||
| Capital: | ||||||||
| 20,000 | 25,000 | 20,000 | 25,000 | |||||
| 20,000 | 25,000 | 20,000 | 25,000 | |||||
| 76,000 | 86,000 | 76,000 | 86,000 |
(b) Presence of section property. For the same reason as stated in paragraph (b) of example 2, the partnership inventory items have substantially appreciated in value.
(c) The properties exchanged. In the distribution, C received his share of cash ($5,000) and his share of appreciated inventory items ($13,000). In addition, he received appreciated inventory with a fair market value of $7,000 (and with an adjusted basis to the partnership of $4,900) and $12,000 in money (liabilities assumed). C has relinquished his interest in $16,000 of depreciable property and $3,000 of land. Although C relinquished his interest in $3,000 of accounts receivable, such accounts receivable are inventory items and, therefore, that exchange was not an exchange of section property for other property. Section applies only to the extent of the exchange of other property for section property (i.e., depreciable property or land for inventory items). Assume that the partners agree that the $7,000 of inventory in excess of C's share was received by him in exchange for $7,000 of depreciable property.
(d) Distributee partner's tax consequences. C's tax consequence on the distributions are as follows:
(1) The section sale or exchange. C is treated as if he had received his 7/16ths share of the depreciable property in a current distribution. His basis for that share is $6,125 (42,000/48,000 of $7,000), as determined under of this section. Then C is considered as having sold his 7/16ths share of depreciable property to the partnership for $7,000, realizing a gain of $875.
(2) The part of the distribution not under section . Section does not apply to the balance of the distribution. Before the distribution, C's basis for his partnership interest was $32,000 ($20,000, plus $12,000, his share of partnership liabilities). See section . This basis is reduced by $6,125, the basis of property treated as distributed to C and sold by him to the partnership. Thus, C will have a basis of $25,875 for the remainder of his partnership interest. Of the $37,000 total distribution to C, $30,000 ($17,000 in money, including liabilities assumed, and $13,000 in inventory) is not within section . Under section , C's basis for the inventory with a fair market value of $13,000 (which had an adjusted basis to the partnership of $9,100) is limited to $8,875, the amount of the remaining basis for his partnership interest, $25,875, reduced by $17,000, the money received. Thus, C's total aggregate basis for the inventory received is $15,875 ($7,000 plus $8,875), and not its $14,000 basis in the hands of the partnership.
(e) Partnership's tax consequences. The tax consequences to the partnership on the distribution are as follows:
(1) The section sale or exchange. The partnership consisting of the remaining members has $2,100 of ordinary income on the sale of the $7,000 of inventory which had a basis to the partnership of $4,900 (21,000/30,000 of $7,000). This $7,000 of inventory was paid to acquire 7/16ths of C's interest in the depreciable property. Since, under section , the partnership is treated as buying this property from C, it has a new cost basis for such property. Its basis for the depreciable property is $42,875 ($42,000 less $6,125, the basis of the 7/16ths share considered as distributed to C, plus $7,000, the partnership purchase price for this share).
(2) The part of the distribution not under section (b). In the remainder of the distribution to C which was not a sale or exchange of section property for other property, the partnership realizes no gain or loss. See section . Further, under section , the partnership makes no adjustment to the basis of the accounts receivable or the 9/16ths interest in depreciable property which C relinquished. However, if an election under section is in effect, the partnership must make the adjustment required under section since the adjusted basis to the partnership of the inventory distributed had been $9,100, and C's basis for such inventory after distribution is only $8,875. The basis of the inventory remaining in the partnership must be increased by $225. Whether or not an election under section is in effect, the basis for each of the remaining partnership interests will be $39,050 ($20,000 original contribution, plus $12,000, each partner's original share of the liabilities, plus $6,000, the share of C's liabilities now assumed, plus $1,050, each partner's share of ordinary income realized by the partnership upon that part of the distribution treated as a sale or exchange).
Example 4.
(a) Facts. Assume the same facts as in example 3 of this paragraph, except that the partners did not identify the property which C relinquished in exchange for the $7,000 of inventory which he received in excess of his share.
(b) Presence of section property. For the same reasons stated in paragraph (b) of example 2 of this paragraph, the partnership inventory items have substantially appreciated in value.
(c) The properties exchanged. The analysis stated in paragraph (c) of example 3 of this paragraph is the same in this example, except that, in the absence of a specific agreement among the partners as to the properties exchanged, C will be presumed to have sold to the partnership a proportionate amount of each property in which he relinquished an interest. Thus, in the absence of an agreement, C has received $7,000 of inventory in exchange for his release of 7/19ths of the depreciable property and 7/19ths of the land. ($7,000, fair market value of property released, over $19,000, the sum of the fair market values of C's interest in the land and C's interest in the depreciable property.)
(d) Distributee partner's tax consequences. C's tax consequences on the distribution are as follows:
(1) The section sale or exchange. C is treated as if he had received his 7/19ths shares of the depreciable property and land in a current distribution. His basis for those shares is $6,263 (51,000/57,000 of $7,000, their fair market value), as determined under of this section. Then C is considered as having sold his 7/19ths shares of depreciable property and land to the partnership for $7,000, realizing a gain of $737.
(2) The part of the distribution not under section . Section does not apply to the balance of the distribution. Before the distribution C's basis for his partnership interest was $32,000 ($20,000 plus $12,000, his share of partnership liabilities). See section . This basis is reduced by $6,263, the bases of C's shares of depreciable property and land treated as distributed to him and sold by him to the partnership. Thus, C will have a basis of $25,737 for the remainder of his partnership interest. Of the total $37,000 distributed to C, $30,000 ($17,000 in money, including liabilities assumed, and $13,000 in inventory) is not within section . Under section , C's basis for the inventory (with a fair market value of $13,000 and an adjusted basis to the partnership of $9,100) is limited to $8,737, the amount of the remaining basis for his partnership interest ($25,737 less $17,000, money received. Thus, C's total aggregate basis for the inventory he received is $15,737 ($7,000 plus $8,737), and not the $14,000 basis it had in the hands of the partnership.
(e) Partnership's tax consequences. The tax consequences to the partnership on the distribution are as follows:
(1) The section sale or exchange. The partnership consisting of the remaining members has $2,100 of ordinary income on the sale of $7,000 of inventory which had a basis to the partnership of $4,900 (21,000/30,000 of $7,000). This $7,000 of inventory was paid to acquire 7/19ths of C's interest in the depreciable property and land. Since, under section , the partnership is treated as buying this property from C, it has a new cost basis for such property. The bases of the depreciable property and land would be $42,737 and $9,000, respectively. The basis for the depreciable property is computed as follows: The common partnership basis of $42,000 is reduced by the $5,158 basis (42,000/48,000 of $5,895) for C's 7/19ths interest constructively distributed and increased by $5,895 (16,000/19,000 of $7,000), the part of the purchase price allocated to the depreciable property. The basis of the land would be computed in the same way. The $9,000 original partnership basis is reduced by $1,105 basis ($9,000/9,000 of $1,105) of land constructively distributed to C, and increased by $1,105 (3,000/19,000 of $7,000), the portion of the purchase price allocated to the land.
(2) The part of the distribution not under section . In the remainder of the distribution to C which was not a sale or exchange of section property for other property, the partnership realizes no gain or loss. See section . Further, under section , the partnership makes no adjustment to the basis of the accounts receivable or the 12/19ths interests in depreciable property and land which C relinquished. However, if an election under section is in effect, the partnership must make the adjustment required under section since the adjusted basis to the partnership of the inventory distributed had been $9,100 and C's basis for such inventory after the distribution is only $8,737. The basis of the inventory remaining in the partnership must be increased by the difference of $363. Whether or not an election under section is in effect, the basis for each of the remaining partnership interests will be $39,050 ($20,000 original contribution plus $12,000, each partner's original share of the liabilities, plus $6,000, the share of C's liabilities assumed, plus $1,050, each partner's share of ordinary income realized by the partnership upon the part of the distribution treated as a sale or exchange).
Example 5.
(a) Facts. Assume that partner C in example 2 of this paragraph agrees to reduce his interest in capital and profits from one-third to one-fifth for a current distribution consisting of $5,000 in cash, and $7,500 of accounts receivable with a basis to the partnership of $7,500. At the same time, the total liabilities of the partnership are not reduced. Therefore, after the distribution, C's share of the partnership liabilities has been reduced by $4,800 from $12,000 (1/3 of $36,000) to $7,200 (1/5 of $36,000).
(b) Presence of section property. For the same reasons as stated in paragraph (b) of example 2 of this paragraph, the partnership inventory items have substantially appreciated in value.
(c) The properties exchanged. C's interest in the fair market value of the partnership properties before and after the distribution can be illustrated by the following table:
| Item | C's interest Fair Market Value | C received | C relinquished | One-third before | One-fifth after | Distribution of share | In excess of share |
|---|---|---|---|---|---|---|---|
| Cash | $5,000 | $2,000 | $3,000 | $2,000 | |||
| Liabilities assumed | (12,000) | (7,200) | 4,800 | ||||
| Inventory items: | |||||||
| Accounts receivable | 3,000 | 300 | 2,700 | 4,800 | |||
| Inventory | 10,000 | 6,000 | $4,000 | ||||
| Depreciable property | 16,000 | 9,600 | 6,400 | ||||
| Land | 3,000 | 1,800 | 1,200 | ||||
| Total | 25,000 | 12,500 | 5,700 | 11,600 | 11,600 |
Although C relinquished his interest in $4,000 of inventory and received $4,800 of accounts receivable, both items constitute section property and C has received only $800 of accounts receivable for $800 worth of depreciable property or for an $800 undivided interest in land. In the absence of an agreement identifying the properties exchanged, it is presumed C received $800 for proportionate shares of his interests in both depreciable property and land. To the extent that inventory was exchanged for accounts receivable, or to the extent cash was distributed for the release of C's interest in the balance of the depreciable property and land, the transaction does not fall within section and is a current distribution under section . Thus, the remaining $6,700 of accounts receivable are received in a current distribution.
(d) Distributee partner's tax consequences. C's tax consequences on the distribution are as follows:
(1) The section sale or exchange. Assuming that the partners paid $800 worth of accounts receivable for $800 worth of depreciable property, C is treated as if he received the depreciable property in a current distribution, and his basis for the $800 worth of depreciable property is $700 (42,000/48,000 of $800, its fair market value), as determined under of this section. Then C is considered as having sold his $800 share of depreciable property to the partnership for $800. On the sale of the depreciable property, C realizes a gain of $100. If, on the other hand, the partners had agreed that C exchanged an $800 interest in the land for $800 worth of accounts receivable, C would realize no gain or loss, because under of this section his basis for the land sold would be $800. In the absence of an agreement, the basis for the depreciable property and land (which C is considered as having received in a current distribution and then sold back to the partnership) would be $716 (51,000/57,000 of $800). In that case, on the sale of the balance of the $800 share of depreciable property and land, C would realize $84 of gain ($800 less $716).
(2) The part of the distribution not under section . Section does not apply to the balance of the distribution. Under section , C does not realize either gain or loss on the balance of the distribution. The adjustments to the basis of C's interest are illustrated in the following table:
| If accounts receivable received for depreciable property | If accounts receivable received for land | If thereis no agreement | |
|---|---|---|---|
| Original basis for C's interest | $32,000 | $32,000 | $32,000 |
| Less basis of property distributed prior to sec. 751 (b) sale or exchange | −700 | −800 | −716 |
| 31,300 | 31,200 | 31,284 | |
| Less money received in distribution | −9,800 | −9,800 | −9,800 |
| 21,500 | 21,400 | 21,484 | |
| Less basis of property received in a current distribution under sec. 732 | −6,700 | −6,700 | −6,700 |
| Resulting basis for C's interest | 14,800 | 14,700 | 14,784 |
C's basis for the $1,500 worth of accounts receivable which he received in the distribution will be $7,500, composed of $800 for the portion purchased in the section exchange, plus $6,700, the basis carried over under section for the portion received in the current distribution.
(e) Partnership's tax consequences. The tax consequences to the partnership on the distribution are as follows:
(1) The section sale or exchange. The partnership realizes no gain or loss in the section sale or exchange because it had a basis of $800 for the accounts receivable for which it received $800 worth of other property. If the partnership agreed to purchase $800 worth of depreciable property, the partnership basis of depreciable property becomes $42,100 ($42,000 less $700 basis of property constructively distributed to C, plus $800, price of property purchased). If the partnership purchased land with the accounts receivable, there would be no change in the basis of the land to the partnership because the basis of land distributed was equal to its purchase price. If there were no agreement, the basis of the depreciable property and land would be $51,084 (depreciable property, $42,084 and land $9,000). The basis for the depreciable property is computed as follows: The common partnership basis of $42,000 is reduced by the $590 basis (42,000/48,000 of $674) for C's $674 interest constructively distributed, and increased by $674 (6,400/7,600 of $800), the part of the purchase price allocated to the depreciable property. The basis of the land would be computed in the same way. The $9,000 original partnership basis is reduced by $126 basis (9,000/9,000 of $126) of the land constructively distributed to C, and increased by $126 (1,200/7,600 of $800), the portion of the purchase price allocated to the land.
(2) The part of the distribution not under section . The partnership will realize no gain or loss in the balance of the distribution under section . Since the property in C's hands after the distribution will have the same basis it had in the partnership, the basis of partnership property remaining in the partnership after the distribution will not be adjusted (whether or not an election under 754 is in effect).
Example 6.
(a) Facts. Partnership ABC distributes to partner C, in liquidation of his entire one-third interest in the partnership, a machine which is section property with a recomputed basis (as defined in section ) of $18,000. At the time of the distribution, the balance sheet of the partnership is as follows:
| Adjusted basis per books | Market value | |
|---|---|---|
| Cash | $3,000 | $3,000 |
| Machine (section 1245 property) | 9,000 | 15,000 |
| Land | 18,000 | 27,000 |
| Total | 30,000 | 45,000 |
| Per books | Value | |
|---|---|---|
| Liabilities | $0 | $0 |
| Capital: | ||
| A | 10,000 | 15,000 |
| B | 10,000 | 15,000 |
| C | 10,000 | 15,000 |
| Total | 30,000 | 45,000 |
(b) Presence of section property. The section property is an unrealized receivable of the partnership to the extent of the potential section income in respect of the property. Since the fair market value of the property ($15,000) is lower than its recomputed basis ($18,000), the excess of the fair market value over its adjusted basis ($9,000), or $6,000, is the potential section income of the partnership in respect of the property. The partnership has no other section property.
(c) The properties exchanged. In the distribution C received his share of section property (potential section income of $2,000, i.e., 1⁄3 of $6,000) and his share of section property (other than potential section income) with a fair market value of $3,000, i.e., 1⁄3 of ($15,000 minus $6,000), and an adjusted basis of $3,000, i.e., 1⁄3 of $9,000. In addition he received $4,000 of section property (consisting of $4,000 ($6,000 minus $2,000) of potential section income) and section property (other than potential section income) with a fair market value of $6,000 ($9,000 minus $3,000) and an adjusted basis of $6,000 ($9,000 minus $3,000). C relinquished his interest in $1,000 of cash and $9,000 of land. Assume that the partners agree that the $4,000 of section property in excess of C's share was received by him in exchange for $4,000 of land.
(d) Distributee partner's tax consequences. C's tax consequences on the distributions are as follows:
(1) The section sale or exchange. C is treated as if he received in a current distribution 4/9ths of his share of the land with a basis of $2,667 (18,000/27,000 × $4,000). Then C is considered as having sold his 4/9ths share of the land to the partnership for $4,000, realizing a gain of $1,333. C's basis for the remainder of his partnership interest after the current distribution is $7,333, i.e., the basis of his partnership interest before the current distribution ($10,000) minus the basis of the land treated as distributed to him ($2,667).
(2) The part of the distribution not under section . Of the $15,000 total distribution to C, $11,000 ($2,000 of potential section income and $9,000 section property other than potential section income) is not within section . Under section and (c), C's basis for his share of potential section income is zero (see of this section) and his basis for $9,000 of section property (other than potential section income) is $7,333, i.e., the amount of the remaining basis for his partnership interest ($7,333) reduced by the basis for his share of potential section income (zero). Thus C's total aggregate basis for the section property (fair market value of $15,000) distributed to him is $11,333 ($4,000 plus $7,333). For an illustration of the computation of his recomputed basis for the section property immediately after the distribution, see example 2 of .
(e) Partnership's tax consequences. The tax consequences to the partnership on the distribution are as follows:
(1) The section sale or exchange. Upon the sale of $4,000 potential section income, with a basis of zero, for 4/9ths of C's interest in the land, the partnership consisting of the remaining members has $4,000 ordinary income under sections and . See section and (6)(A). The partnership's new basis for the land is $19,333, i.e., $18,000, less the basis of the 4/9ths share considered as distributed to C ($2,667), plus the partnership purchase price for this share ($4,000).
(2) The part of the distribution not under section . The analysis under this subparagraph should be made in accordance with the principles illustrated in paragraph (e)(2) of examples 3, 4, and 5 of this paragraph.
[T.D. 6500, 25 FR 11814, Nov. 26, 1960, as amended by T.D. 6832, 30 FR 8575, July 7, 1965; T.D. 7084, 36 FR 268, Jan. 8, 1971; T.D. 8586, 60 FR 2500, Jan. 10, 1995; T.D. 8847, 64 FR 69915, Dec. 15, 1999; T.D. 9137, 69 FR 42559, July 16, 2004]