$1.$ On August $2,2020,$ A$,$ B & C form a general partnership $($ABC$)$ in which each has the same interest in the partnership$$s capital and profits$/$losses$.$ A contributes Property #$1,$ a section $1231$ asset, with a FMV of $$300,000.$ Property #$1$ had been acquired six years earlier for $$400,000$ and now has an AB of $$160,000.$ It has a remaining tax useful life of four years, although it is expected to have an economic useful life of ten years. $$B contributes $$300,000$ of cash.$$ C contributes Property #$2,$ a capital asset, with a FMV of $$250,000$ and an adjusted basis of $$280,000$ and accounts receivable from her cash basis business having a FMV of $$50,000.$

a$)$ What is the partnership$$s capital account balance for each of the assets?

b$)$ What is the partnership$$s Inside basis for each of the assets?

c$)$ Over what period of time must the partnership depreciate Property #$1?$

d$)$ What is each partner$$s capital account balance?

e$)$ What is each partner$$s Outside basis in their partnership interest?$$

f$)$ What is each partner$$s holding period for his or her partnership interest?

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$2.$ Assume the same facts as in $2,$ above, except that instead of B contributing cash he is to receive a $1/3$ interest in the partnership$$s profits $($but not in its capital$)$ in exchange for his agreement to render services.$$

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$3.$ Adams owns a John Deere distributorship.$$ Upon the advice of his accountant he enters into a partnership with Smith to acquire land which Smith will then farm.$$ In addition to contributing cash to the partnership Adams contributes farm equipment valued at $$200,000$ with and adjusted basis in his hands of $$170,000.$ Three years later when the adjusted basis of the equipment is $$140,000$ and its FMV is $$185,000,$ the partnership sells the equipment.$$ What is the character of the gain on the sale of the equipment by the partnership?

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$4.$ The DEF partnership commences business on July $1,2021.$ Assuming the partnership wishes to maximize the amount Organizational fees$/$expense it can deduct on its F$\mathrm{.}1065$ for the year ending $12/31/2021.$ What would be the partnership$$s deduction if the Organizational fees$/$expenses were equal to:

$$ a$)$ $$4,500$

$$ b$)$ $$41,000$

$$ c$)$ $$52,700$

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$5.$ The ABC general partnership is a newly formed venture in which the partners expect the first few years to produce losses.$$ The written partnership provides $($a$)$ for capital account maintenance in accordance with requirements of the regulations, $($b$)$ that distributions will be made in accordance with the partner$$s positive capital account balances, and $($c$)$ that all partners have an unlimited deficit restoration obligation.

The written agreement also provides that items of partnership income and losses generally be allocated $1/3$ to each of the partners.$$ It also provides that all losses of the partnership will first be allocated to partner A until such time as the partnership has positive taxable income.$$

At the time of the partnership$$s formation, A contributed $$300,000$ to the partnership while B and C each contributed $$50,000.$ The partnership$$s total Year #$1$ losses amount to $$210,000$ all of which is allocated to A$.$ In Year #$2,$ the partnership loses $$180,000$ all of which is allocated to A$.$ Should the I.R$.$S$.$ respect the allocation of all partnership losses to A$?$ And if so$,$ why?