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In a typical and simple LIHTC program initiated by an NFP, the parties involved include: the NFP organization (Sponsor); a housing subsidiary of the sponsor (a housing development fund company, or HDFC); a for-profit subsidiary of the HDFC (General Partner); an investor; an organization that facilitates the tax credit deal (syndicator) and an investment fund or an organization representing the tax credit investor (Limited Partner).

The general partner and limited partner create a for-profit limited partnership (LP) entity that develops the LIHTC “project.” Variations of this typical structure are also available in the marketplace.

A Limited Liability Company (LLC) model is sometimes used instead of an LP.

A merger or consolidation of partnerships may take one of two forms provided by the regulations: the “assets-over” form or the “assets-up” form.

The assets-over form is the default for a partnership merger or consolidation.

Under the assets-up form, the basis of the assets of a terminating partnership is first determined under Secs. 704(c)(1)(B) and 737 to apply in different manners. However, the deemed contribution of assets from a terminating partnership to the resulting partnership may create a new layer of Sec. When the partners of the merged partnership desire to receive some portion of the merger consideration in cash, the disguised-sale rules of Sec.

732(b) and 732(c) on distribution to the partners, and the partnership then computes its basis under Sec. Under the assets-up form, both sections are applicable if any assets distributed to the partners were previously contributed to the distributing partnership within seven years of the distribution. 707 will govern the treatment of the cash received.

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