TAN LP was formed in 2003 as a limited partnership by a corporate general partner and nine individual limited partners to own and operate rental real estate. The LP originally acquired commercial real estate in six locations. In the early years, property values appreciated rapidly. When a few of the partners sold their interests to new partners, TAN agreed to make a § 754 election to step up the inside basis of its assets for the benefit of the new partners.

Recently, real estate prices have decreased, with two direct consequences to TAN. First, TAN admitted several additional limited partners and used their initial contributions to acquire several bargain-priced properties. TAN now has 40 partners and owns properties in 20 locations. Second, several partners experienced financial setbacks and were forced to sell their interests to third parties at discount prices. With the § 754 election in effect, TAN is faced with recording step-downs related to those sales.

Because of the increasing complexity and potential step-downs, TAN would like to revoke its § 754 election.

a. How does a partnership revoke a § 754 election?

b. Is the IRS likely to approve the revocation? What are the arguments for and against approval?