Sub K Rev Rules

Front 1

Rev. Rul. 55-39

Back 1

A partner that has all of the benefits and burdens of ownership, with respect to property held by a partnership, is deemed to hold the property directly.

Front 2

Rev. Rul. 84-52; Rev. Rul. 95-55

Back 2

A partnership that converts its form (e.g., GP to LLC), changes its name or converts to a new partnership in another state should be a nontaxable continuation of the partnership.

Front 3

Rev. Rul. 84-53

Back 3

A partner has one basis in his partnership interest regardless of holding different types of interests in the partnership. This ruling also shows how a partnership calculates gain when its sells a portion of its partnership interest and the partnership has liabilities.

Front 4

Rev. Rul. 84-102

Back 4

A shift in debt away from a partner and the resulting deemed distribution of cash (a "cold" asset) can result in a 751(b) exchange.

Front 5

Rev. Rul. 84-111

Back 5

Shows the consequences of the three methods of converting a partnership into a corporation.

Situation 1: Assets Down & Stock Up
Situation 2: Assets Up & Assets Down
Situation 3: Partnership Interests Down

Front 6

Rev. Rul. 84-115

Back 6

Section 751(a) does not apply to the contribution of interest in LTP to UTP because the transaction is nontaxable under 721. May be used to argue that this turns off 751(a) for other nontaxable transfers.

Front 7

Rev. Rul. 87-110

Back 7

368 Reorganization of 50% Partner Terminates Partnership (unless its an "F")

Front 8

Rev. Rul. 87-115

Back 8

Applies 743(b) in a tiered partnership context.

Front 9

Rev. Rul. 91-32

Back 9

Nonresident Partner Disposed of P'ship Engaged in a Trade or Business in the U.S.

Front 10

Rev. Rul. 92-15

Back 10

Application of 734(b) in a tiered partnership context.

Front 11

Rev. Rul. 93-7

Back 11

If a partnership acquires indebtedness of a partner, and the partnership distributes the indebtedness ot the partner, the distribution of property rules will apply to determine the consequences for the partnership, and the partner will recognize gain or loss to the extent the value of the debt differs from its basis under 732.

Front 12

Rev. Rul. 93-80

Back 12

A loss incurred on the abandonment or wothlessness of a partnership interest is an ordinary loss if sale or exchange treatment does not apply. If there is an actual or deemed distribution to the partner, or if the transaction is otherwise in substance a sale or exchange, the partner's loss is capital (except to extent of 751(b)).

Front 13

Rev. Rul. 95-37

Back 13

Conversion of a partnership into an LLC.

Front 14

Rev. Rul. 95-41

Back 14

Provides guidance on the effect of a 704(c) on the allocation of nonrecourse liabilities under 1.752-3(a).

Front 15

Rev. Rul. 96-10

Back 15

Cited as the rule that inside and outside basis should generally be the same. If the recognition of gain or loss on pship property is disallowed (707(b)(1)), outside basis of partner increased/decreased to extent of partnership gain/loss.

Front 16

Rev. Rul. 96-11

Back 16

Cited as the rule that inside and outside basis should generally be the same. After partnership makes a charitable contribution of property, the partner's basis is decreased (but not below zero) by the share of the partnership property.

Front 17

Rev. Rul. 99-5

Back 17

Formation of a partnership when a new partner buys an interest in a DRE or contributes assets to the DRE. (One to Two)

Situation 1: Sale
Situation 2: Contribution

Front 18

Rev. Rul. 99-6

Back 18

Termination of a partnership when one partner sells to the other, or when the partners sell to a single buyer (Two to One)

Situation 1: Member Purchase
Situation 2: Third Party Purchase

Front 19

Rev. Rul. 99-43

Back 19

The special allocation of COD income to an insolvent partner lacks substantiallity becaus the overall economic effect of the special allocation does not differ substantially from the economic effect of the original allocations.

Front 20

Rev. Rul. 2000-44

Back 20

This ruling provides that a corporation that acquires assets of another corporation in a transaction described in 381 succeeds to the status of the other corporation for purposes of applying the exception for reimbursements of preformation expenditures and determining whether a liability is a qualified liability under the disguised sale regulations.

Front 21

Rev. Proc. 89-12

Back 21

A partner should hold a 1% interest to be respected as a partner, although this can decline to 0.2% as partnership assets increase. Obsoleted by CTB rules, but still cited for guidance on small partners.

Front 22

Rev. Proc. 95-10

Back 22

This revenue procedure specifies the conditions under which the IRS will consider a ruling request that relates to the classification of a domestic or foreign LLC as a partnership for federal tax purposes.

Front 23

Rev. Rul. 71-141

Back 23

Deemed Paid Foreign Tax Credits Through A Partnership

Two domestic corporations that were equal partners in a U.S. general partnership that owned 40 percent of a foreign corporation's voting stock were each treated as owning 20% (meeting the 10% threshold for 902) Codified as 902(c)(7) in 2004.

Front 24

Rev. Rul. 72-135

Back 24

Nonrecourse Loans Recharacterized as Contributions to Capital

Nonrecourse loans from general partner to limited partners of partnership to pay partnership interests treated as capital contributions made by the general partner and not as nonrecourse loans.

Front 25

Rev. Rul. 83-156

Back 25

351 Followed by 721

Parent Corporation can transfer assets to SubCo (351), and SubCo can retransfer to Partnership (721).

Front 26

Rev. Rul. 90-112

Back 26

CFC Investment in U.S. Property Through Partnership

CFC treated as owner of ratable share of U.S. property owned by domestic or foreign partnership of which it is partner, even if CFC owns only minority interest in partnership.

(Now found in Reg. § 1.956-2(a)(3))

Front 27

Rev. Rul. 2004-59

Back 27

Partnership Conversion to Corporation - Contribution Followed by Distribution

Formless conversion of partnership to statute under state law statute has the following results: (1) the partnership contributes all its assets and liabilities to the corporation in exchange for stock, and then (2) the partnership liquidates, distributing the stock to its partners.

Front 28

Rev. Rul. 79-205

Back 28

Distribution Ordering: Cash before Property

Partner “A” had outside basis of $1,000, and received a distribution of property with a basis to the partnership of $2,000 and a 752(b) net deemed cash distribution of $600. Partner A's basis in the property received was $400 (O/B of $1,000-$600 cash).

This is consistent with Treas. Reg. § 1.732-1(a) which treats cash as preceding property when both a distributed simultaneously.