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Botwinick & Company LLC

Financial and Legal Considerations When Adding a New Partner to a Partnership

Ken Botwinick, CPA | 05/07/2024

Adding a new partner to a partnership involves several financial and legal implications that require careful planning to avoid various tax complications. Let’s consider an example: You and your partners are planning to admit a new partner, who will acquire a one-third interest in the partnership by making a cash contribution. Assume your basis in your partnership interests is sufficient, so the decrease in your portions of the partnership’s liabilities due to the new partner’s entry won’t reduce your basis to zero.

Complexity of Adding a New Partner

While admitting a new partner may seem straightforward, it is crucial to plan the entry meticulously to avoid potential tax issues. Here are two key considerations:

  1. Unrealized Receivables and Substantially Appreciated Inventory Items: Changes in partners’ interests in unrealized receivables and substantially appreciated inventory items are treated as a sale of those items, causing current partners to recognize gain. Unrealized receivables include accounts receivable, depreciation recapture, and certain other ordinary income items. To prevent gain recognition, these items must be allocated to the current partners even after the new partner joins.
  2. Built-In Gain or Loss: The tax code mandates that the “built-in gain or loss” on assets held by the partnership before the new partner’s admission be allocated to the current partners. Built-in gain or loss is the difference between the fair market value and the basis of the partnership property at the time the new partner is admitted. Consequently, the new partner must be allocated a portion of the depreciation equal to their share of the depreciable property based on current fair market value. This allocation reduces the amount of depreciation available to current partners. Additionally, built-in gain or loss on partnership assets must be allocated to the current partners when the assets are sold. These rules are complex and may necessitate special accounting procedures.

Monitoring Partner Basis

When adding a partner or making other changes, a partner’s basis in their interest may frequently adjust. Properly tracking basis is essential as it affects:

  • Gain or Loss on the Sale of Interest: Accurate basis tracking ensures correct calculation of gain or loss when selling your partnership interest.
  • Taxation of Partnership Distributions: Your basis determines how partnership distributions to you are taxed.
  • Deductible Partnership Losses: Basis also affects the maximum amount of partnership loss you can deduct.

We Can Assist

Contact us for assistance with these issues or any other concerns related to your partnership. We can help ensure that the process of adding a new partner is managed effectively, minimizing tax complications and ensuring compliance with relevant regulations.

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Ken Botwinick, CPA Partner, CPA
Ken Botwinick, CPA is a Partner with Botwinick & Company, LLC and has been with the firm for more than 25 years. Ken specializes in providing accounting, tax, and business consulting services to dental and medical practices. He established the firm’s dental practice and is a sought-after lecturer at dental continuing education programs. Ken has his “finger on the pulse of the dental industry,” and with comprehensive experience in ownership transitions, he assists clients in the healthcare industry to reach their professional and financial aspirations and goals.
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About Ken Botwinick, CPA

Ken Botwinick, CPA is a Partner with Botwinick & Company, LLC and has been with the firm for more than 25 years. Ken specializes in providing accounting, tax, and business consulting services to dental and medical practices. He established the firm’s dental practice and is a sought-after lecturer at dental continuing education programs. Ken has his “finger on the pulse of the dental industry,” and with comprehensive experience in ownership transitions, he assists clients in the healthcare industry to reach their professional and financial aspirations and goals.

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