Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f.k.a. Norwest Equipment Finance, Inc.), Tax Matters Partner, and Wells Fargo & Co., A Partner Other Than the Tax Matters Partner, et al. - Page 75




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          Parmentier’s contribution of his 98-percent interest in Andantech             
          to RD Leasing in exchange for RD Leasing’s preferred stock caused             
          a deemed termination of the partnership.  (For convenience, we will           
          refer to the partnership prior to the deemed termination as                   
          Andantech-Foreign.)                                                           
               If the sale or exchange of a partner’s interest in the                   
          partnership results in the deemed termination of the partnership,             
          then pursuant to section 708(b)(1)(B), the partnership’s taxable              
          year is deemed closed upon the triggering sale or exchange.  Sec.             
          706(c)(1).  Consequently, if as petitioners assert the partnership            
          and the sale of the rent receivables are to be respected,                     
          Andantech-Foreign’s taxable year is deemed closed on December 10,             
          1993, the date Mr. Parmentier exchanged his 98-percent interest in            
          the partnership for the preferred stock, and Andantech-Foreign is             
          required to include the income from the sale of the Comdisco rents            
          on its return for the 12/10/93 short period.  That income would               
          then pass through to Messrs. Parmentier and de la Barre                       
          d’Erquelinnes/EICI.                                                           
               4.  Section 894 provides that, to the extent required by any             
          treaty obligation of the United States, income (of any kind) is               
          exempt from U.S. taxation and excluded from gross income.  Here,              
          petitioners assert that any income from the sale of the Comdisco              
          rents that passes through to Messrs. Parmentier and de la Barre               
          d’Erquelinnes would be exempt from U.S. taxation pursuant to the              
          treaty between the United States and Belgium.  Further, petitioners           





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