Planning Changing of Partners Through a Division

At some point in time partners decide to go their separate ways for various reasons.  They may want to add new partners that would make the current partnership economically stronger after the change of partners.  Lastly, they might want to separate assets holdings by spinning them off and change partners at the same time.

Most often they want to avoid paying income tax when going their separate ways.  Unfortunately, a simple exchange of partnership interest is not available under IRC Section 1031.  What can they do?

Partnership divisions under IRC Section 708 allows tax free divisions of partnership and spin off of assets if (i) structure correctly and (ii) letting a certain amount of time pass (more than two years) in order to avoid certain tax traps by the Internal Revenue Service.   The below example is based upon a situation single set of facts.  Each partnership division can have its own transactional division to achieve the best result.

Example: A, B, C, and D each own a 25% interest in Hotel Partnership, which owns and operates a hotel. In addition, A and B each own a 27.78% and C and D each own a 22.22% interest in Office Partnership, which owns and operates an office building. Hotel Partnership purchased the hotel five years ago, and it now has an FMV of $200. Office Partnership purchased the office building four years ago, and it now has an FMV of $180. Both of these values are substantially in excess of the adjusted tax basis of each property. The partners have decided that they would like to part ways, with A and B continuing in the hotel business while C and D continues to own the office building. Like most taxpayers, they would like to achieve this business result without the recognition of taxable gain.

If A and B were to sell Office Partnership interests to C and D and C and D were to sell Hotel Partnership interests to A and B, all partners would recognize taxable gain. Similarly, if they were to liquidate Hotel Partnership and Office Partnership and sell each other interests in the hotel and office building, they would recognize taxable gain. Moreover, an exchange of their partnership interests could not qualify as a tax-free like-kind exchange because Section 1031(a)(2)(D) precludes such treatment for an exchange of partnership interests.

The solution. Consider the following alternative. First, Hotel Partnership and Office Partnership convert into LLCs (“Hotel LLC” and “Office LLC”) pursuant to state law. Second, A, B, C, and D contribute their Hotel LLC interests and Office LLC interests into a newly formed LLC (“Master LLC”). Hotel LLC and Office LLC continue to own and operate the hotel and office for a period of 25 months. Thereafter, all of the membership interests in Hotel LLC are distributed out to A and B, and all of the membership interests in Office LLC are distributed out to C and D, in liquidation of Master LLC.

After the transfer of the interests in Hotel LLC and Office LLC to Master LLC, Hotel LLC and Office LLC would be wholly owned by Master LLC and therefore would be disregarded entities for federal income tax purposes.  For federal income tax purposes, the transaction constitutes a “consolidation” of Hotel LLC and Office LLC into Master LLC, governed by Section 708(b)(2)(A).

Because A, B, C, and D were members of both consolidating partnerships and own more than 50% of the interests in capital and profits of Master LLC, Master LLC could be considered a continuation of both Hotel LLC and Office LLC under Section 708(b)(2)(A). Under Reg. 1.708-1(c)(1), however, Master LLC is deemed to be a continuation of Hotel LLC, because Hotel LLC is credited with the greatest contribution of assets (net of liabilities) to Master LLC. Accordingly, Office LLC is considered terminated, and Master LLC is treated for federal income tax purposes as the same partnership as Hotel LLC.

Disguised sale rules. The deemed contribution of the office building by Office LLC to Master LLC, followed by the distribution 25 months later of the hotel to A and B and the office building to C and D, raises an issue under the disguised sale rules of Section 707(a)(2)(B). Specifically, if A, B, C, and D are treated as “successors” of Office LLC, the transfer of the office building to Master LLC together with the distribution 25 months later could be treated as a disguised sale under Reg. 1.707-3(b). Nevertheless, because the transfers are separated in time by more than two years, they are presumed not to constitute a disguised sale.

Mixing bowl issues. The partnership anti-mixing bowl rule of Section 704(c)(1)(B) generally requires the recognition of taxable gain in the event that property is contributed to a partnership and such property is subsequently distributed to another partner in the partnership within seven years of its contribution. Similarly, the anti-mixing bowl rule of Section 737(a) generally requires gain recognition in the event that a partner contributes property to a partnership and within seven years is distributed other property (other than money). Moreover, the Regulations under both rules contain provisions that, in effect, treat A, B, C, and D as “successors” of Office LLC.

Because the 708 Regulations apply the assets-over form, however, exceptions to both partnership anti-mixing bowl rules apply. Thus, A, B, C, and D are able to navigate the maze of Subchapter K and separate ownership of the hotel and office without recognizing immediate taxable income.

Conclusion.  Because of the merger regulations planning of spinning off assets or adding new partners can be accomplished tax free.  The passage of time is important in this process in order to avoid certain IRS traps.

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