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To: Orange1998
This tax law is a boom to investors of apartment and office buildings since most ownership is held in general partnerships, thus tax exempt.

This is not correct. In a general partnership, each general partner is "jointly and severally" liable for all of the debts of the partnership (i.e. up to 100% liable, even if they only own 1%). No sane human being wants to be a general partner.

Limited partnerships are different - the limited partners are akin to shareholders of a corporation, in that they are only liable to the extent of their investment. They also have no voice in running the partnership. There must be a general partner, but that is almost always a limited liability company (LLC), which typically owns 1% and is (under what is now the former law) subject to Franchise Tax. Since only 1% of the partnership's income is subject to the tax, it is effectively wiped out. Most commercial real estate is owned by limited partnerships or other entitites that limited liability to the amount invested.

P.S. I am a lawyer, though I don't play one on TV. Oh, and I've helped set up many LPs of the type described above. There'll be less of that now, but people will still use it some in order to reduce estate taxes (limited partnership interests can be discounted for gift and estate tax purposes); mostly people will use LLCs.

32 posted on 05/18/2006 7:53:52 PM PDT by Ancesthntr
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To: Ancesthntr
It does get complicated for those who have no idea how it structured. Your comments are right on. The general partner usually is a corporation holding minimal interest and all the liabilities. Limited partners are shielded from liabilities of the partnership and under the new law will be tax exempt. I used one sentence to deal with a complex structure. Fact remains commercial real estate owners will love this law.
39 posted on 05/18/2006 8:08:48 PM PDT by Orange1998
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To: Ancesthntr
No sane human being wants to be a general partner.

Amen to that, brother.

126 posted on 05/19/2006 7:33:03 PM PDT by Hardastarboard (Why isn't there an "NRA" for the rest of my rights?)
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