Partner loans: traps for the unwary
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Generally, liquidating distributions of property are tax free under the partnership distribution rules. A 2002 letter ruling suggests that an otherwise nontaxable partnership liquidation may be taxable when the partnership has an outstanding loan from the continuing owner. When a partnership terminates, either because one partner purchased all the interests of the partnership or because all but one partner is redeemed, the partnership is deemed to distribute a portion of all its assets and liabilities to the remaining partner in liquidation of the partnership. Letter Ruling 200222026 provides that if a partnership has an outstanding partner loan on the termination date, the termination causes the debtor-creditor relationship to be merged and, as a result, the debt is extinguished. The partnership is viewed as transferring its assets to the creditor-partner in satisfaction of the debt. This treatment may create tax problems for the creditor-partner, but proper tax planning may be able to mitigate them. Partnership-Level Consequences Gain recognition and COD income: According to the letter ruling, the partnership is viewed as making a taxable transfer of its assets to the partner in Source : accessmylibrary.com |