Countryside Limited Partnership, CLP Holdings, Inc., Tax Matters Partner - Page 17




                                       - 17 -                                         
          Taxation of Partnerships and Partners, par. 1.05[1], at 1-14 (4th           
          ed. 2007).  Only the first part of the rule (section 1.701-2(a)             
          through (d), Income Tax Regs.) is pertinent to this case.                   
               Section 1.701-2(a), Income Tax Regs., is entitled “Intent of           
          subchapter K”.  It states:  “Subchapter K is intended to permit             
          taxpayers to conduct joint business * * * activities through a              
          flexible economic arrangement without incurring an entity-level             
          tax.”  It further states that there are three requirements                  
          “[i]mplicit in the intent of subchapter K”: (1) “The partnership            
          must be bona fide”, and the transaction(s) in question “must be             
          entered into for a substantial business purpose”, (2) the                   
          transaction(s) must not violate substance over form principles,             
          and (3) the tax consequences under subchapter K “must accurately            
          reflect the partners’ economic agreement and clearly reflect the            
          partner’s income” unless any departure from that standard is                
          “clearly contemplated” by the applicable provision of subchapter            
          K or the regulations thereunder.                                            
               Section 1.701-2(b), Income Tax Regs., entitled “Application            
          of subchapter K rules”, provides, in pertinent part:                        
               [I]f a partnership is formed or availed of in                          
               connection with a transaction a principal purpose of                   
               which is to reduce substantially the present value of                  
               the partners’ aggregate federal tax liability in a                     
               manner that is inconsistent with the intent of                         
               subchapter K, the Commissioner can recast the                          
               transaction for federal tax purposes, as appropriate to                
               achieve tax results that are consistent with the intent                
               of subchapter K * * * .  Thus, even though the                         
               transaction may fall within the literal words of a                     
               particular statutory * * * provision, the Commissioner                 
               can determine * * * that to achieve tax results that                   
               are consistent with the intent of subchapter K * * *                   






Page:  Previous  10  11  12  13  14  15  16  17  18  19  20  21  22  23  24  Next 

Last modified: March 27, 2008