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Partnerships Research Paper

Introduction

Partnership is an association formed by two or more people with an aim of engaging in business activities in which they share profits and losses proportionally. In a legal definition, partnership refers to an association between two or more persons with an agreement for business enterprise to make profit. Essentially, partnership is a contract between the members involved whose rights and obligations are governed by the terms set in their agreement (IRS, 2015). In a case where the partnership firm is unable to meet all its debts, a partner is liable to the full degree of his property. In a situation where a partner uses business property, name, or partnership connection to carry any other transaction, he is accountable to other partners. Partners in a business corporation are conjointly and in turn legally responsible for every break of trust committed by any of the partners in which they were associated. This paper aims at discussing partnership business, that is, its formation, sources of income, family partnerships, agreement, basis of a partnership interest, dissolution of partnership, filing requirements, due dates, and penalties, services rendered in return for partnership interest, and debt discharge according to the IRS publications and forms.

Partnership income, expenses, distributions, and flow-through

Any partnership business that involves itself in a commercial transaction or has An accumulated earnings is supposed to file data profit on 1065 presenting its earnings, presumptions, and additional mandatory statistics. The names, addresses, and distributive share of chargeable income of each partner must be shown on the partnership return. A general partner in the business must sign the return for it to be accepted by the Internal Revenue Service. In a case where a company with limited liabilities is taken like a partnership corporation, it is a mandatory for it to file Form 1065 signed by one of the company’s members (IRS, 2015). For the purpose of national returns duty, a business organization would not be put under any consideration to take part commerce, and no expectations for it to present its returns on Form 1065, for a period of tax that it did not either receive income or recompense or incur any expenditure, which are treated as deductions or credits (IRS, 2015).

Any business expense that is both and necessary is said to be deductible. An expense is referred to as an ordinary expense if it is common and recognized in an industry. An expense that is of more use and suitable in a trade or commerce is known as a necessary expense. For an expense to be termed as necessary, it does not necessarily mean it’s crucial. An expense might be both ordinary and necessary, though one might be denied the chance to deduct it in the year when then expense was paid or incurred, and in some situations you may one might not be allowed to deduct it at all (IRS, 2015). Hence, it is significant to differentiate the obvious expenses of the business from expenses such as capital expenses, personal expenses, or the expenses incurred to amount the cost of goods sold.

A partnership distribution involves a number of considerations. Partner’s withdrawal from the business expectations of the earnings of the present year, a part of the fully liquidation of interest by a partner, distribution of present or prior warning that is not required for the working capital. When determining the distributive share of the partners in the income or loss of the partnership business, the partnership distribution is not considered. If from the distribution, the partner identifies any loss or gain, it will be reported in the tax year that the distribution was acquired in his or her return. For instance, an electricity company     gave an ABC partnership services in December 2014 and sent a bill of $ 8,000. The calendar year is the business tax year. The business paid the bill in January 2015. When the company uses the accrual method of accounting, it should deduct the $ 8,000 on the tax return of 2014 since the services took place in that year, the liability can be identified, and performance of the economy happened in that year. However, if the business uses the cash method of accounting, they should deduct the expense of the return of 2015.

Family Partnership

Family members can also form a partnership business. For any members, either family or not, will be identified as partners if they fulfill some requirements. If the capital contributed will result in income, or the acquisition of the capital was through a donation or a purchase from a member of the family, in reality has the ownership of the interest in partnership, or in actual regulate the interest. For example, a mother sold out 50% of her business to her daughter. They formed a partnership, which made a profit of $120,000. The mother carried activities whose value were $ 48,000 that is a sensible return and the daughter carried no activities. The mother should be compensated $ 48,000 and from the remaining $ 76,000, she should get a return of 50%, that is, $ 36,000. The share of the daughter should not exceed $ 36,000.

Partner’s dealings with partnership

A transaction that involves a partner and the partnership, the partner in this case is not treated as a partnership member. The whole transaction is considered purely as taking place between the partners and the partnership business and the partner is not representing the partnership. Such transaction includes; offering services, or transfer of material goods to a business if at hand is a connected apportionment and dissemination to a member (IRS, 2015). The whole operation is considered purely, as taking place in the middle of the partners and the partnership business, and the partner is not representing the partnership. The transaction also refers to the transfer of cash or any other asset if there is a similar transfer of cash or property to the partner whose contribution or any other partner of the partnership or altogether, the both transfers are categorized as an interchange of property or sale. For instance, Esther is a partner in XYZ partnership. She is entitled to an interest of 10% of the business income. In a certain financial period, the business made a profit of $ 50,000. She has sold property worth $ 10,000 to the business that she was supposed to be paid during the end of the financial year. Esther does not treat the sold property here, as a contribution to the partnership and her earnings for this period should be $15,000.

Contribution of property to partnership

Initially, when the partners contribute the property in exchange for an interest in partnership, both the business and the partner, does not identify a loss or a gain. Whether the partnership is in operation or is in the process of formation, this situation happens. Contributing either cash or material possessions to the business, trailed by a distribution from the partnership of a different property, is assumed as a trade of assets and not as a supply or conclusion if the subsequent necessities are fulfilled (IRS, 2015). The partner’s right to contribute is independent from the success of the business activities and if only the contribution was made and not the distribution. In the determination of whether the contribution or distribution is a sale, all the prevailing situations and facts have to be put under consideration. In a case where both the distribution and contribution happen within twenty four months, it’s assumed that the transmissions are assumed not to be a rummage sale except if the proofs clearly shows the evidence that those transmissions are sales. For example, Aaron and Samuel joined together to form an equal partnership, Aaron made a cash contribution of $ 20,000 to the business while Samuel made a contribution of a material goods that prices reflects the prices in the market of $ 20,000 which is depreciable and a basis which are adjusted of $ 8,000. The partnership devaluation basis is restricted to the attuned source of the possessions in Samuel’s hands, $ 8,000.

Basis of partner’s interests

According to Internal Revenue Service, the partnership interest basis, refers to the cash in addition to the attuned basis of every contribution from a partner as a property. When the partner realizes any gain due to the contribution, the gain is supposed to be incorporated in his or her interest basis. An escalation in the liability of an individual partner due to partnership liabilities assumptions, the partner to the company considers it as a contribution of money to the partnership business (IRS, 2015). For example, Mary gained a 10% interest by property contribution in a partnership, which had a basis adjusted to him of $ 4,000 and a $ 2,000 mortgage. The business made an assumption in the payment of bank loan. The Mary’s interest basis is:

Contributed property basis (adjusted)        $ 4,000

Minus: part of bank loan anticipated by

Extra partners (90% × $ 2,000)                $ 1,600

 

Mary’s partnership interest  basis          $ 2, 400

Disposition of Partner’s Interest

Gains and losses that are as a result of partnership’s interests has various treatments in a partnership disposition. If a loss was realized due to the rejection or irrelevance of a partnership interest and the same transaction do not include a sale or an exchange, it is treated as a normal deficit only if the transaction is not a sale or exchange. Secondly, it is an ordinary loss if the member considered has not gotten from the partnership an exact or a distribution that is deemed if the partner receives the actual distribution, the whole loss in general is referred to as a capital loss (IRS, 2015). In general, the transfer of interest to partnership does not affect the basis of partnership in its assets, whether by the death of a partner or by exchange or sale. Nevertheless, the partners can vote to make a non-compulsory modification to basis in the year of transfer.

 

 

Partnership formation

An autonomous corporation involving more than two members or even two members is in general categorized as a partnership corporation for centralized levy determinations if its partners transmit on a line of work, commercial, monetary tasks, or endeavor and share its earnings (IRS, 2015). On the other hand, a joint venture purely formed for sharing the expenditures is not put in the category of a partnership venture. For example, owning jointly of a possessions maintaining, renting, or leasing cannot be recognized as a partnership business except if the joint owners offer intangible services to the residents. There are guidelines according to the Internal Revenue Service that are followed in order to define if a business is categorized in the partnership businesses for corporations that were founded their operations subsequently after 1996. Any business founded afterwards of 1996 qualifies to be a business owned by partners for the purposes of centralized duty if it comprises of binary or extra associates and the business is not in the list of the subsequent. If an association is molded and referred to as an organization or a business character is not referred as a partnership according to national tax (IRS, 2015). A business founded concerning the law of government that states to it as a combined ordinary business or multiparty standard organization, is not defined as a partnership in the national tax.  An association molded in the past, earlier than 1997 and was categorized as a partner’s business by the  rules of the past, will exist as a partnership organization if it has to or more people who do not carry elections to be identified as a corporation by presenting its statistics in the Form 8832.

An agreement in partner’s enterprise refers to an initial agreement and any other alternation. The agreement modifications must be accepted by all members of the partnership or adopted in any way as long as all partners are in an agreement. Both the modification and the agreement can be either oral or written. The alternation of partnership agreement can be made for a specific tax year after closing of a particular trading period though not after the due day the business is expected to file the returns of that particular period. The dates of filings are not inclusive of any time extension. If the alternation or agreement of partnership does not consider certain issues, the guidelines of native regulations are taken as a portion of the contract terms. The partners contribute capital to the business and share the profits proportionately with regard to the amount of capital contributed.

Dissolution of a partnership

Dissolution of a partnership occurs where by all its operations are discontinued, and no member of the partnership continues with any part of the business, monetary activities, or ventures (IRS, 2015). As a minimum, 50% or more of the aggregate returns in the investment and revenues of partnership is vended out or swapped in a period not exceeding of 12 months. It includes an exchange or a sale to another partner. An electing big partnership, unlike other partnerships, does not dissolve on the exchange or sales of 50% or more of the interests of the partners within a period of one year. The tax year of the partnership ends on the day of dissolution. The day of the week that the partner’s business closes all its undertakings is the date that is being referred to as the date of termination. In a case where the business is dissolved earlier than the completion of the time during the year that was supposed to be its tax year, Form 1065 requires the business to file for that small period, which is supposed to be the time between the start of the year of the tax and the day of closure. There are several reasons that can lead to the dissolution of a partnership. In case of a death, sickness, or retirement of a partner can lead to partnership dissolution. When the court of law declares the business bankrupt and gives orders for its closure (IRS, 2015). When the business has accomplished the intended purpose, it was formed to achieve. Finally, a partnership can be dissolved if all the partners make an agreement of terminating the business. For example, John, James, Victor, and Frank formed a partnership with an aim of distributing building material for a road construction project. After two years, the project was completed. The members dissolved the partnership because its intended purpose was achieved.

Filing requirements, due dates, and penalties

Following the end of the tax year, a partnership should file Form 1065 of the forth month on 15th day. For the partnership business that keeps its books and records of accounting outside the US, an extra time of due date is allowed to be on the sixth month of the 15th day succeeding the end of the year of tax consideration. If the business is a taking two month extension for filing and making payments, it should not file Form 7004, which is an application for automatic extension of time for filing the income of the business tax, data, and other earnings. An attachment of a statement to the tax for partnership return is required stating that, the business meets the requirements for an extension to file and make payments. The company can make use of Form 7004 to request for a 3-month extension if it is not able to file and pay within the two months.

A penalty is imposed to a partnership that fails to file its returns in due dates, including the extensions or fails to file the required information unless the letdown results from a sensible grounds (IRS, 2015). An amount of $ 195 is charged  every thirty days after the date due or the portion of those thirty days, for months not exceeding a year. If the letdown carries on, it is increased by multiplying the quantity of the partners who are in the business for the duration of any period of the duty year for which the returns are expected by the amount of penalty. For instance, in case the business comprises of 10 partners and fails to file the returns on the due date, a penalty of (10 × $ 195 = $1950) is charged each month of failure. In a case where the partnership receives a penalty notice after filing its return, it should write to the IRS an explanation, and the IRS will determine whether the explanations satisfies a sensible criteria for cancellation of the penalty. The business should not attach an explanation on the filing returns.

Services rendered for partnership interests

A member of the partnership can get an interest from the business capital or income as a reward of the services offered or he or she is intending to do. A capital interest can be defined as an interest that the shareholder of the business should get if the organization’s properties were traded at normal market price and the profits were dispersed in a whole insolvency of the business (IRS, 2015). This strength of character normally is prepared at the period of receiving of the earnings from the partnership. The reasonable flea market price of those kind of  earnings gained by a member as a return for intangible offers, need to be counted in the total income of the partner in the initial tax year in which the member can relocate. Any interest at a fair market price in a partnership capital, which is transferred to a member for intangible offers provided to the business, is a certain compensation. A profit earnings can be defined as a partner’s business earnings relatively than a investment earning. In a situation where by the partner earns a profit interest for offering services to or for the gain of the business, the receipts of such interest is not entitled for taxation for the member or for the business. For example, Charles is a partner in the Crown enterprise partnership, he is an IT expert and carries out some services including running software and maintaining the information technology systems for a compensation. He is paid as a separate entity from the company $ 100 per day. At the end of the month, Charles makes $ 3,000. The interest he earns from the business is not supposed to be taxed for him or for the business at the closing of the expected year of tax.

Debt discharge

In the present economic climate, several taxpayers are having their debts partially or wholly cancelled. In accordance to IRS, if a debt is cancelled, forgiven, or discharged, the business should include the total amount cancelled in its gross income and make payments of the tax on that income unless the business qualifies for a tax exemption. Conferring to the Internal Revenue Code (IRC), in the debt of a partnership, determining the income to be excluded from tax, it is made at a partner’s level basing on the bankruptcy or insolvency of the partner. In the determination of the tax, results of elimination of debt can be very difficult and unexpected tax accountabilities may cause. The IRS states that the cleared debt ought to have a connection with the member who, in the nonexistence of the insolvency or any other code section 108 exclusion, would be needed to pay the liability of tax resulting from the cancellation of debt (IRS, 2015). When a taxpayer total liability exceeds the fair market price of their total assets, the taxpayer is said to be insolvent. For example, if a partnership has $ 200,000 in liabilities, and assets worth $ 100,000, under the Internal Revenue Code, it is considered insolvent. Hence, a cancellation of $ 40,000 would not require being included in the gross income. On the other hand, an obligation worth $ 120,000 was discharged, the partnership contains $ 20,000 in its total returns before deducting its expenditures since their overall accountabilities, or liabilities do not surpass their aggregate possessions.

Conclusion

Internal Revenue Service is a publication that is responsible for additional national revenue levy statistics for partners and partnership business. Essentially, partnership is a contract between the members involved whose rights and obligations are governed by the terms set in their agreement. In general, a partner’s business is not expected to make tax payment on any of its revenue, but it transmits the burden of tax to the profits or losses of the partners. A general partner in the business must sign the return for it to be accepted by the Internal Revenue Service. In a case where a company with limited liabilities is taken like a partner’s corporation, it is a mandatory for it to file Form 1065 signed by one of the company’s members.

 

Reference

IRS. (2015). Publication 3 (2015), Armed Forces’ Tax Guide. International Revenue Service of the United States Department of the Treasury. (Online). Retrived from https://www.irs.gov/publications/p3/index.html

 

 

 

 

 

 

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