Interhotel Company, Ltd. - Page 17




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               (2) The Comparative Liquidation Test                                   
               Pursuant to section 1.704-1(b)(3)(iii), Income Tax Regs., a            
          partner’s interest in the partnership is determined by the                  
          “comparative liquidation test”.  When a partner’s special                   
          allocation is consistent with the comparative liquidation test, the         
          special allocation is deemed to be in accordance with the partners’         
          interests in the partnership.  This test applies only when a                
          partnership’s special allocations lack economic effect under the            
          alternative test for economic substance set forth in section 1.704-         
          1(b)(2)(ii), Income Tax Regs.                                               
               To satisfy the comparative liquidation test, the partnership           
          agreement must meet the first two parts of the basic test for               
          economic effect.  That is, the partnership agreement must provide           
          that (1) capital accounts are to be properly maintained, and (2)            
          liquidating distributions will be made only to partners with                
          positive capital account balances.  When both conditions are                
          satisfied, a partner’s interest is measured by comparing the amount         
          the partner would receive in a hypothetical liquidation at the end          
          of the current year with the amount the partner would have received         
          in a hypothetical liquidation at the end of the prior year.                 
          Specifically:                                                               
               the partner’s interests in the partnership with respect                
               to the portion of the allocation that lacks economic                   
               effect will be determined by comparing the manner in                   
               which distributions (and contributions) would be made if               
               all partnership property were sold at book value and the               
               partnership were liquidated immediately following the end              





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