IRS Revenue Ruling
1999-6

 Code Secs. 708, 731, 732, 735, 741, 751 ....

<<FULL TEXT>>

26 CFR 1.708-1: Continuation of partnership.
(Also sections 731, 732, 735, 741, 751, 1012; 1.741-1; 301.7701-2,
301.7701-3.)

Partnership to disregarded entity. This ruling describes the federal
income tax consequences if one person purchases all of the ownership
interests in a domestic limited liability company (LLC) that is classified
as a partnership under section 301.7701-3 of the Procedure and
Administration Regulations, causing the LLC's status as a partnership to
terminate under section 708(b)(1)(A) of the Code.


REV. RUL. 99-6

ISSUE

What are the federal income tax consequences if one person purchases
all of the ownership interests in a domestic limited liability company
(LLC) that is classified as a partnership under section 301.7701-3 of the
Procedure and Administration Regulations, causing the LLC's status as a
partnership to terminate under section 708(b)(1)(A) of the Internal
Revenue Code?


FACTS

In each of the following situations, an LLC is formed and operates in a
state which permits an LLC to have a single owner. Each LLC is classified
as a partnership under section 301.7701-3. Neither of the LLCs holds any
unrealized receivables or substantially appreciated inventory for purposes
of section 751(b). For the sake of simplicity, it is assumed that neither
LLC is liable for any indebtedness, nor are the assets of the LLCs subject
to any indebtedness.

SITUATION 1. A and B are equal partners in AB, an LLC. A sells A's
entire interest in AB to B for $10,000. After the sale, the business is
continued by the LLC, which is owned solely by B.

SITUATION 2. C and D are equal partners in CD, an LLC. C and D sell
their entire interests in CD to E, an unrelated person, in exchange for
$10,000 each. After the sale, the business is continued by the LLC, which
is owned solely by E.

After the sale, in both situations, no entity classification election
is made under section 301.7701-3(c) to treat the LLC as an association for
federal tax purposes.


LAW

Section 708(b)(1)(A) and section 1.708-1(b)(1) of the Income Tax
Regulations provide that a partnership shall terminate when the operations
of the partnership are discontinued and no part of any business, financial
operation, or venture of the partnership continues to be carried on by any
of its partners in a partnership.

Section 731(a)(1) provides that, in the case of a distribution by a
partnership to a partner, gain is not recognized to the partner except to
the extent that any money distributed exceeds the adjusted basis of the
partner's interest in the partnership immediately before the distribution.

Section 731(a)(2) provides that, in the case of a distribution by a
partnership in liquidation of a partner's interest in a partnership where
no property other than money, unrealized receivables (as defined in
section 751(c)), and inventory (as defined in section 751(d)(2)) is
distributed to the partner, loss is recognized to the extent of the excess
of the adjusted basis of the partner's interest in the partnership over
the sum of (A) any money distributed, and (B) the basis to the
distributee, as determined under section 732, of any unrealized
receivables and inventory.

Section 732(b) provides that the basis of property (other than money)
distributed by a partnership to a partner in liquidation of the partner's
interest shall be an amount equal to the adjusted basis of the partner's
interest in the partnership, reduced by any money distributed in the same
transaction.

Section 735(b) provides that, in determining the period for which a
partner has held property received in a distribution from a partnership
(other than for purposes of section 735(a)(2)), there shall be included
the holding period of the partnership, as determined under section 1223,
with respect to the property.

Section 741 provides that gain or loss resulting from the sale or
exchange of an interest in a partnership shall be recognized by the
transferor partner, and that the gain or loss shall be considered as gain
or loss from a capital asset, except as provided in section 751 (relating
to unrealized receivables and inventory items).

Section 1.741-1(b) provides that section 741 applies to the transferor
partner in a two-person partnership when one partner sells a partnership
interest to the other partner, and to all the members of a partnership
when they sell their interests to one or more persons outside the
partnership.

Section 301.7701-2(c)(1) provides that, for federal tax purposes, the
term "partnership" means a business entity (as the term is defined in
section 301.7701-2(a)) that is not a corporation and that has at least two
members.

In Edwin E. McCauslen v. Commissioner, 45 T.C. 588 (1966), one partner
in an equal, two-person partnership died, and his partnership interest was
purchased from his estate by the remaining partner. The purchase caused a
termination of the partnership under section 708(b)(1)(A). The Tax Court
held that the surviving partner did not purchase the deceased partner's
interest in the partnership, but that the surviving partner purchased the
partnership assets attributable to the interest. As a result, the
surviving partner was not permitted to succeed to the partnership's
holding period with respect to these assets.

Rev. Rul. 67-65, 1967-1 C.B. 168, also considered the purchase of a
deceased partner's interest by the other partner in a two-person
partnership. The Service ruled that, for the purpose of determining the
purchaser's holding period in the assets attributable to the deceased
partner's interest, the purchaser should treat the transaction as a
purchase of the assets attributable to the interest. Accordingly, the
purchaser was not permitted to succeed to the partnership's holding period
with respect to these assets. See also Rev. Rul. 55-68, 1955-1 C.B. 372.


ANALYSIS AND HOLDINGS

SITUATION 1. The AB partnership terminates under section 708(b)(1)(A)
when B purchases A's entire interest in AB. Accordingly, A must treat the
transaction as the sale of a partnership interest. Reg. section
1.741-1(b). A must report gain or loss, if any, resulting from the sale of
A's partnership interest in accordance with section 741.

Under the analysis of McCauslen and Rev. Rul. 67-65, for purposes of
determining the tax treatment of B, the AB partnership is deemed to make a
liquidating distribution of all of its assets to A and B, and following
this distribution, B is treated as acquiring the assets deemed to have
been distributed to A in liquidation of A's partnership interest.

B's basis in the assets attributable to A's one-half interest in the
partnership is $10,000, the purchase price for A's partnership interest.
Section 1012. Section 735(b) does not apply with respect to the assets B
is deemed to have purchased from A. Therefore, B's holding period for
these assets begins on the day immediately following the date of the sale.
See Rev. Rul. 66-7, 1966-1 C.B. 188, which provides that the holding
period of an asset is computed by excluding the date on which the asset is
acquired.

Upon the termination of AB, B is considered to receive a distribution
of those assets attributable to B's former interest in AB. B must
recognize gain or loss, if any, on the deemed distribution of the assets
to the extent required by section 731(a). B's basis in the assets received
in the deemed liquidation of B's partnership interest is determined under
section 732(b). Under section 735(b), B's holding period for the assets
attributable to B's one-half interest in AB includes the partnership's
holding period for such assets (except for purposes of section 735(a)(2)).

SITUATION 2. The CD partnership terminates under section 708(b)(1)(A)
when E purchases the entire interests of C and D in CD. C and D must
report gain or loss, if any, resulting from the sale of their partnership
interests in accordance with section 741.

For purposes of classifying the acquisition by E, the CD partnership is
deemed to make a liquidating distribution of its assets to C and D.
Immediately following this distribution, E is deemed to acquire, by
purchase, all of the former partnership's assets. Compare Rev. Rul.
84-111, 1984-2 C.B. 88 (Situation 3), which determines the tax
consequences to a corporate transferee of all interests in a partnership
in a manner consistent with McCauslen, and holds that the transferee's
basis in the assets received equals the basis of the partnership
interests, allocated among the assets in accordance with section 732(c).

E's basis in the assets is $20,000 under section 1012. E's holding
period for the assets begins on the day immediately following the date of
sale.


DRAFTING INFORMATION

The principal author of this revenue ruling is Matthew Lay of the
Office of Assistant Chief Counsel (Passthroughs and Special Industries).
For further information regarding this revenue ruling contact Mr. Lay at
(202) 622-3050 (not a toll-free call).

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