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Furthermore, the contribution of property to a partnership does not constitute such a sale or exchange. Fifty percent or more of the total interest in partnership capital and profits means 50 percent or more of the total interest in partnership capital plus 50 percent or more of the total interest in partnership profits.
Thus, the sale of a 30-percent interest in partnership capital and a 60-percent interest in partnership profits is not the sale or exchange of 50 percent or more of the total interest in partnership capital and profits.
If a partnership is terminated by a sale or exchange of an interest, the following is deemed to occur: The partnership contributes all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and, immediately thereafter, the terminated partnership distributes interests in the new partnership to the purchasing partner and the other remaining partners in proportion to their respective interests in the terminated partnership in liquidation of the terminated partnership, either for the continuation of the business by the new partnership or for its dissolution and winding up.
In the latter case, the new partnership terminates in accordance with (b)(1) of this section.
At the time of the sale, Property X had an adjusted tax basis of ,000 and a book value of ,000 (original ,000 tax basis and book value reduced by ,000 of depreciation).
In addition, A and B each had a capital account balance of ,000 (original ,000 capital account reduced by ,000 of depreciation allocations with respect to Property X).
If two or more partnerships merge or consolidate into one partnership, the resulting partnership shall be considered a continuation of the merging or consolidating partnership the members of which own an interest of more than 50 percent in the capital and profits of the resulting partnership.
The provisions of this paragraph (b)(4) are illustrated by the following example: A and B each contribute ,000 cash to form AB, a general partnership, as equal partners. Property X increases in value to ,000, at which time A sells its entire 50 percent interest to C for ,000 in a transfer that terminates the partnership under section 708(b)(1)(B).
For example, with respect to the ABC partnership, the sale by A on May 12, 1956, of a 30-percent interest in capital and profits to D, and the sale by B on March 27, 1957, of a 30-percent interest in capital and profits to E, is a sale of a 50-percent or more interest.