Robert L. Allum - Page 27

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          Income Tax Regs.; see also sec. 7701(a)(2) (providing the same              
          definition of “partnership” as section 761(a) for purposes of the           
          Code); secs. 301.7701-1, 301.7701-2, and 301.7701-3, Proced. &              
          Admin. Regs.                                                                
               In order to determine whether a partnership exists for                 
          Federal income tax purposes, and is thereby subject to the                  
          provisions of subchapter K, the Court must consider whether, in             
          light of all the facts, the parties in good faith and acting with           
          a business purpose intended to join together in the present                 
          conduct of an enterprise.  Commissioner v. Culbertson, 337 U.S.             
          733, 743 (1949).  Factors the Court may consider in making this             
          determination include the agreement, the conduct of the parties             
          in execution of its provisions, their statements, the testimony             
          of disinterested persons, the relationship of the parties, their            
          respective abilities and capital contributions, the actual                  

               16(...continued)                                                       
          underwriting, selling, or distributing a particular issue of                
          securities, if the income of the members of the organization may            
          be adequately determined without computation of partnership                 
          income.  Such electing organizations are still considered                   
          partnerships for purposes of the other sections of the Code,                
          however.  Bryant v. Commissioner, 46 T.C. 848, 864 (1966) (“The             
          election under section 761(a) does not operate to change the                
          nature of the entity.  * * *  The partnership remains intact and            
          other sections of the Code are applicable as if no exclusion                
          existed.”), affd. 399 F.2d 800 (5th Cir. 1968).  Subch. K,                  
          therefore, governs the Federal income tax treatment of an entity            
          qualifying as a partnership under secs. 761(a) and 7701(a)(2),              
          and their accompanying regulations, unless it is an entity                  
          specifically enumerated in sec. 761(a) that is eligible to elect            
          out of subch. K treatment and does so.                                      






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