Interhotel Company, LTD., Torrey Hotel Enterprises, Inc., Tax Matters Partner - Page 17

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          in that partner's capital account. Consequently, the alternative            
          test for economic effect provides that allocations of a limited             
          partnership may have economic effect even in the absence of an              
          unlimited deficit restoration requirement.                                  
               The alternative test begins by incorporating the first two             
          parts of the basic test.  As with the basic test, the partnership           
          agreement must provide for properly maintained capital accounts.            
          It must also provide that the proceeds of liquidation are to be             
          distributed in accordance with the partners' positive capital               
          account balances.  However, instead of a negative capital account           
          makeup requirement, the alternative test mandates a hypothetical            
          reduction of the partners' capital accounts. Specifically, the              
          alternative test requires that capital accounts must be reduced for         
          any distributions that, as of the end of the year, "reasonably are          
          expected" to be made, to the extent that such distributions exceed          
          reasonably expected increases to the partner's capital account.             
          Sec. 1.704-1(b)(2)(ii)(d), Income Tax Regs. By requiring a                  
          prospective reduction of capital accounts, the alternative test             
          serves to preclude a limited partner from timing the receipt of             
          deductible partnership expenses in a way that permits the partner           
          to accumulate negative capital accounts that the partner is not             
          required to repay.                                                          
               Additionally, under the alternative test, the partnership              
          agreement must provide for a "qualified income offset" (QIO).  A            
          QIO provision automatically allocates income, including gross               




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