- 9 -
interest in the partnership. After removal, if there is no
remaining general partner, the remaining limited partners shall
designate a successor general partner. If the limited partners
fail to designate a successor general partner within 90 days, the
partnership will dissolve, affairs will be wound up, and the
partnership will terminate. Except upon dissolution, windup, and
termination, both partnership agreements prohibit a limited
partner from withdrawing and receiving a return of capital
contribution, distribution in liquidation, or a redemption of
interest.
Section 5.4 of the AVLP agreement originally provided that
the general partners could not sell any real property interest
that was owned by the partnership without first obtaining the
consent of partners owning a majority interest in the
partnership. This section was later amended so that partners
owning 85 percent of the partnership must consent to a sale of
real property.
On January 1, 1995, the Jones Alta Vista Ranch had a fair
market value of $10,254,860, and the Jones Borregos Ranch,
livestock, and personal property that were contributed by
decedent to JBLP had a fair market value of $7,360,997. Neither
partnership ever made a section 754 election. At the time that
decedent transferred interests in the partnerships by gift to his
children, the net asset values (NAV) of the underlying
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011