Rhone Poulenc Surfactants and Specialties, L.P. - Page 10




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          believes that, prior to expiration of the section 6501(e)(1)(A)             
          period, the running of that period was suspended by section                 
          6229(d) when respondent mailed the FPAA to the tax matters                  
          partner.  Respondent believes that the section 6501(e)(1)(A)                
          period remains suspended today.                                             
               C.  Analysis                                                           
                    1.  Introduction                                                  
               Two views have long competed regarding the basic nature of a           
          partnership.  The “aggregate theory” considers a partnership to             
          be no more than an aggregation of individual partners.  The                 
          “entity theory” characterizes a partnership as a separate entity.           
          See generally 1 Bromberg & Ribstein, Bromberg and Ribstein on               
          Partnership, sec. 1.03 (1988).  The substantive law with respect            
          to the income taxation of partners and partnerships is found in             
          subchapter K, chapter 1, subtitle A of the Internal Revenue Code            
          (subchapter K).  Authorities on partnership taxation have stated            
          that subchapter K does not espouse either the aggregate or the              
          entity theory of partnerships but rather blends the two theories.           
          See 1 McKee et al., Federal Taxation of Partnerships and                    
          Partners, par. 1.02 (2d ed. 1990).  That blending of the                    
          aggregate and entity theories is a primary source of uncertainty            
          in the application of subchapter K, see id. at par. 1.02[3], and,           
          no doubt, is responsible, at least in part, for our description             
          of the provisions of subchapter K as “distressingly complex and             






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