Question

AB Corporation and YZ Corporation formed a partnership to construct a shopping mall. AB contributed $527,000 cash, and YZ contributed land ($527,000 FMV and $457,000 basis) in exchange for a 50 percent interest in ABYZ Partnership. Immediately after its formation, ABYZ borrowed $263,500 from a local bank. The debt is recourse (unsecured by any specific partnership asset). Compute each partner's initial basis in its partnership interest, assuming that:

a. AB and YX are both general partners.
b. AB is a general partner, and YZ is a limited partner.

Answer 1

a. AB and YX are both general partners.

AB's basis in the partnership's interests = $527,000 + ($263,500/2) = $658,750

YZ's basis in the partnership's interests = $457,000 + ($263,500/2) = $588,750

Each partner share 50% interest in the recourse debt.

b. AB is a general partner, and YZ is a limited partner.

AB's basis in the partnership's interests = $527,000 + $263,500 = $790,500

YZ's basis in the partnership's interests = $457,000

Only AB has a share in the recourse debt, since YZ is a limited partner it has no recourse debt share.