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partner (unless the general partners give their prior consent);
rather, the assignee will be entitled only to receive
distributions to which the assignor would have been entitled.
Under the partnership agreement, the partnership may
purchase all, but not less than all, of a limited partner’s
interest upon the limited partner’s death or upon any transfer of
the limited partner’s interest by operation of law. The purchase
price will be the fair market value as agreed upon by the limited
partner and the partnership or else as determined by appraisal.
If a limited partner undertakes to sell his or her interest,
the partnership has the right of first refusal. If the
partnership elects to buy the limited partner’s entire interest,
the price to be paid will be the price set forth in the selling
partner’s original proposal, less 15 percent.
The partnership is to continue until December 31, 2045,
unless it is dissolved sooner by consent of all the partners, by
the withdrawal of a general partner (in the absence of another
general partner to carry on the partnership’s business), or by
entry of a decree of judicial dissolution.
D. Petitioner’s Gift Tax Returns
On April 11, 1997, petitioner filed a Federal gift tax
return, reporting her April 19, 1996, gifts of limited
partnership interests, which she valued at $1,040,000. With this
return she remitted $153,000 of reported gift tax liability. On
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Last modified: May 25, 2011