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Partnership limited partnership agreement be amended to allocate
the gains, losses, and distributions from the Vermont property to
George.
By an undated amendment to the limited partnership agreement,
retroactive to April 23, 1993, the partners allocated all gains and
losses from, and distribution of real estate contributed to, the
partnership to the contributing partner. The amendment was
intended to apply only to certain real property held in Vermont by
George. In accordance with the amendment, George was entitled to
keep all net proceeds from the timber sales generated from the
Vermont property owned by the partnership.
C. The Thompson Partnership and Thompson Corp.
Thompson Corp. was duly formed and organized as a Colorado
corporation on April 21, 1993. The Thompson Partnership was duly
formed and organized as a Colorado limited partnership on April 30,
1993. Robert was the registered agent. His ranch in Norwood,
Colorado, was the registered office and place of business for both
the Thompson Partnership and Thompson Corp. Thompson Corp. was the
corporate general partner of the Thompson Partnership. Decedent
and Robert each held 49 percent (490 shares) of the stock of
Thompson Corp. Robert H. Thompson (an unrelated third party) held
the remaining 2 percent (20 shares). Robert was the president,
Robert H. Thompson was the vice-president, and decedent was the
secretary/treasurer. Upon formation of the Thompson Partnership,
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