Sec. 1.734-1 Optional adjustment to basis of undistributed partnership property.
(a) General rule. A partnership shall not adjust the basis of partnership property as the result of a distribution of property to a partner, unless the election provided in section 754 (relating to optional adjustment to basis of partnership property) is in effect.
(b) Method of adjustment--
(1) Increase in basis. Where an election under section 754 is in effect and a distribution of partnership property is made, whether or not in liquidation of the partner's entire interest in the partnership, the adjusted basis of the remaining partnership assets shall be increased by:
(i) The amount of any gain recognized under section 731(a)(1) to the distributee partner, or
(ii) The excess of the adjusted basis to the partnership immediately before the distribution of any property distributed (including adjustments under section 743(b) or section 732(d) when applied) over the basis under section 732 (including such special basis adjustments) of such property to the distributee partner.
See § 1.460-4(k)(2)(iv)(D) for a rule determining the partnership's basis in a long-term contract accounted for under a long-term contract method of accounting. The provisions of this paragraph (b)(1) are illustrated by the following examples:
Example (1). Partner A has a basis of $10,000 for his one-third interest in partnership ABC. The partnership has no liabilities and has assets consisting of cash of $11,000 and property with a partnership basis of $19,000 and a value of $22,000. A receives $11,000 in cash in liquidation of his entire interest in the partnership. He has a gain of $1,000 under section 731(a)(1). If the election under section 754 is in effect, the partnership basis for the property becomes $20,000 ($19,000 plus $1,000).
Example (2). Partner D has a basis of $10,000 for his one-third interest in partnership DEF. The partnership balance sheet before the distribution shows the following:
Assets | ||
| Adjusted basis | Value |
Cash | $4,000 | $4,000 |
Property X | 11,000 | 11,000 |
Property Y | 15,000 | 18,000 |
Total | 30,000 | 33,000 |
Liabilities and Capital | ||
| Adjusted basis | Value |
Liabilities | $0 | $0 |
Capital: |
|
|
D | 10,000 | 11,000 |
E | 10,000 | 11,000 |
F | 10,000 | 11,000 |
Total | 30,000 | 33,000 |
In liquidation of his entire interest in the partnership, D received property X with a partnership basis of $11,000. D's basis for property X is $10,000 under section 732(b). Where the election under section 754 is in effect, the excess of $1,000 (the partnership basis before the distribution less D's basis for property X after distribution) is added to the basis of property Y. The basis of property Y becomes $16,000 ($15,000 plus $1,000). If the distribution is made to a transferee partner who elects under section 732(d), see section 1.734-2.
(2) Decrease in basis. Where the election provided in section 754 is in effect and a distribution is made in liquidation of a partner's entire interest, the partnership shall decrease the adjusted basis of the remaining partnership property by:
(i) The amount of loss, if any, recognized under section 731(a)(2) to the distributee partner, or
(ii) The excess of the basis of the distributed property to the distributee, as determined under section 732 (including adjustments under section 743(b) or section 732(d) when applied) over the adjusted basis of such property to the partnership (including such special basis adjustments) immediately before such distribution.
The provisions of this subparagraph may be illustrated by the following examples:
Example (1). Partner G has a basis of $11,000 for his one-third interest in partnership GHI. Partnership assets consist of cash of $10,000 and property with a basis of $23,000 and a value of $20,000. There are no partnership liabilities. In liquidation of his entire interest in the partnership, G receives $10,000 in cash. He has a loss of $1,000 under section 731(a)(2). If the election under section 754 is in effect, the partnership basis for the property becomes $22,000 ($23,000 less $1,000).
Example (2). Partner J has a basis of $11,000 for his one-third interest in partnership JKL. The partnership balance sheet before the distribution shows the following:
Assets | ||
| Adjusted basis | Value |
Cash | $5,000 | $5,000 |
Property X | 10,000 | 10,000 |
Property Y | 18,000 | 15,000 |
Total | 33,000 | 30,000 |
Liabilities and Capital | ||
| Adjusted basis | Value |
Liabilities | $0 | $0 |
Capital: |
|
|
J | 11,000 | 10,000 |
K | 11,000 | 10,000 |
L | 11,000 | 10,000 |
Total | 33,000 | 30,000 |
In liquidation of his entire interest in the partnership, J receives property X with a partnership basis of $10,000. J's basis for property X under section 732(b) is $11,000. Where the election under section 754 is in effect, the excess of $1,000 ($11,000 basis of property X to J, the distributee, less its $10,000 adjusted basis to the partnership immediately before the distribution) decreases the basis of property Y in the partnership. Thus, the basis of property Y becomes $17,000 ($18,000 less $1,000). If the distribution is made to a transferee partner who elects under section 732(d), see section 1.734-2.
(c) Allocation of basis. For allocation among the partnership properties of basis adjustments under section 734(b) and paragraph (b) of this section, see section 755 and section 1.755-1.
(d) Returns. A partnership which must adjust the bases of partnership properties under section 734 shall attach a statement to the partnership return for the year of the distribution setting forth the computation of the adjustment and the partnership properties to which the adjustment has been allocated.
(e) Recovery of adjustments to basis of partnership property.
(1) Increase in basis. For purposes of section 168, if the basis of a partnership's recovery property is increased as a result of the distribution of property to a partner, then the increased portion of the basis must be taken into account as if it were newly-purchased recovery property placed in service when the distribution occurs. Consequently, any applicable recovery period and method may be used to determine the recovery allowance with respect to the increased portion of the basis. However, no change is made for purposes of determining the recovery allowance under section 168 for the portion of the basis for which there is no increase.
(2) Decrease in basis. For purposes of section 168, if the basis of a partnership's recovery property is decreased as a result of the distribution of property to a partner, then the decrease in basis must be accounted for over the remaining recovery period of the property beginning with the recovery period in which the basis is decreased.
(3) Effective date. This paragraph (e) applies to distributions of property from a partnership that occur on or after December 15, 1999.
[Adopted by T.D. 6175, 21 FR 3500, May 25, 1956; republished by T.D. 6500, 25 FR 11814, Nov. 26, 1960, as amended by T.D. 8847, 64 FR 69903-69922, Dec. 15, 1999; T.D. 9137, 69 FR 42551-42559, July 16, 2004.]
