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.

Upper Fund LP owns 80% of Lower Fund LP, which sold a portfolio company for $50M gain. Upper Fund's internal books showed $30M basis in its Lower Fund interest, but client sought to reconstruct basis from historical K-1s showing untracked Section 705(a)(1) income allocations and Section 752 liability allocations that could support materially higher basis and reduce gain on distribution.

Real estate partnership holding office building (FMV $30M, basis ~$38M, nonrecourse debt $50M) negotiated workout with lender. After learning COD income would trigger unfavorable minimum gain chargeback allocation, partnership pivoted from debt reduction to deed-in-lieu structure to convert $15M ordinary COD income into $12M capital loss under IRC § 7701(g).