Corpus

Delaware limited partnership holding $85M FMV commercial real estate ($30M basis, $20M nonrecourse debt) seeks statutory conversion to LLC for administrative convenience. Partnership operated since 2008 with 12 limited partners (individuals and family trusts). Taxpayer uncertain whether Section 754 election exists and cannot immediately produce documentation of historical Section 743(b) basis adjustments from family succession transfers over 17-year period.

Delaware general partnership with $180M in real estate assets and $140M nonrecourse debt converted to Delaware LLC via statutory conversion, maintaining identical ownership percentages (80% to 12 LPs, 20% to 2 GPs) and profit-sharing ratios. LPs held $8-10M built-in gains per unit from aggressive cost segregation depreciation.

Partnership holding appreciated commercial property ($8M basis, $25M FMV) with GP (30%) and three institutional LPs (70%) seeking divergent Section 1031 exchanges—GP targeting Denver multifamily, LPs targeting Phoenix industrial. Partnership executed swap-and-drop: exchanged into both properties, operated 18-24 months with preferential allocations giving each partner economic benefits tied to their preferred asset, then liquidating dissolution distributing properties along pre-negotiated lines.