In a letter to the limited partners
, La Quinta Realty Corp.
The general rules are the same as for partnerships, but the proposed regulations set out to define which members may qualify for the limited partner
exception under Sec.
An LLC member is treated as a limited partner
whose distributive share of partnership income is excluded from SE earnings if (1) the member is not a manager and (2) the entity could have been formed as a limited partnership rather than an LLC in the same jurisdiction and the member could have qualified as a limited partner
(the exclusion test).
NYSE:ETE) owns the general partner and approximately 33% of the outstanding limited partner
interests of Energy Transfer Partners, L.
469-5T(e)(3)(ii), an individual who is both a general and a limited partner
in an entity is not treated as a limited partner
The limited-partner equivalence test referenced the state of organization rather than the state of operation and was partially designed to exclude professional service LLCs from the benefits of limited partner
1 million limited partner
units of Atlas Pipeline Partners, L.
Restructuring Corvette City from a general partnership to a limited partnership and exchanging Dick's general partner interest for a limited partner
interest could accomplish the goal of limiting Dick's risk of loss to sums he invested in Corvette City.
Also, limited partners
may be charged with centralized management of a limited partnership and risk reclassification if the partnership owns substantially all partnership interests.
The Service prevails in limiting valuation discounts when such discounts are overly aggressive or the partnership agreement places excessive restrictions on the limited partners
or provides too much discretion to the general partner.
would retain common units representing approximately 8% of the limited partner
interest, subordinated units representing approximately 84% of the limited partner
interest, and general partner units representing the entire 2% general partner interest in the publicly traded partnership.
The limited partner
liability on the Petunia-Venture note was 434.