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the film to be advertised during July and August 1982.
Petitioners’ contention that the partnership was not formed
until after September 4, 1982, is based on the fact that some of
the limited partners (including petitioners) did not become
partners prior to September 4, 1982. Petitioners, however,
confuse two different concepts, the formation of the partnership
and the time that a limited partner acquired an interest in the
partnership. We are concerned here with the question when the
partnership was formed.
A partnership is deemed to have been formed on the date
which the first parties acquire their capital interest in the
partnership. See Sparks v. Commissioner, supra at 1283. That
event unquestionably occurred here prior to September 4, 1982.
Petitioners rejoin that, under the subscription agreement, if the
limited partnership units were not subscribed to by August 5,
1982, all subscriptions would be canceled. But, that provision
could be waived by the limited partners. Moreover, the
partnership agreement provided that the term of the partnership
commenced with the filing of the amended certificate of limited
partnership, and that was filed on July 30, 1982. While
petitioners characterize some of the limited partners who are
listed in the amended certificates of limited partnership filed
prior to September 4, 1982, as “conditionally subscribed”
partners, there is no evidence that the general partners
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