Question
DEF is an equal general partnership engaged in medical practice. On January 1 of this year, D died, triggering the partnerships buy/sell agreement. Just prior
DEF is an equal general partnership engaged in medical practice. On January 1 of this year, D died, triggering the partnerships buy/sell agreement. Just prior to his death, Ds outside basis was $130. According to the agreement, the partnership must pay Ds sole beneficiary, B, $500 in liquidation of her interest in the partnership. Neither the partnership agreement nor the buy/sell agreement mentions goodwill. There is no 754 election in place. On the date of death, DEFs balance sheet (with FMVs) was as follows:
Assets |
| Liabilities & Capital | ||
|
| |||
| AB/Book | FMV | Liabilities $150 | |
Cash | $120 |
| $120 |
|
Accts Rec. | 0 |
| 150 |
|
Installment Oblig. | 150 |
| 270 |
|
Equipment | 90 |
| 300 |
|
Land | 30 |
| 510 |
|
Goodwill | 0 |
| 300 |
|
| $390 |
| $1650 |
|
|
|
|
| Capital Accounts |
|
|
|
| Tax/Bk FMV |
|
|
| D | $80 $500 |
|
|
| E | 80 500 |
|
|
| F | 80 500 |
|
|
|
| $240 $1500 |
If there were a 754 election in place what would be the amount of the 743(b) adjustment, and among which assets (and in what amounts) would it be allocated?
What are the income tax consequences to B of the $500 distribution?
What difference would it have made if the agreement explicitly allocated $100 to goodwill?
What difference would it have made if there were no buy/sell agreement and B (who is also a doctor) becomes a partner in Ds place?
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