A, B and C contribute $10,000 each to form a limited partnership, in which A is the general partner and B and C are limited partners. The partnership borrows $70,000 on a nonrecourse basis and uses the proceeds of this loan plus the partners' capital to purchase a small commercial building for $100,000. The partnership desires to allocate the depreciation on this building, as well as all other partnership income, gains, losses and deductions, to the partners in proportion to their capital-account balances. You are hired to draft the partnership agreement. The state law under which its partnership is organized obligates the general partner to restore a deficit capital account only to the extent necessary to pay creditors. Assume that the desired allocations satisfy the reasonable consistency requirement for allocating nonrecourse deductions. What are the least restrictive provisions that you will have to include in the partnership agreement to ensure that these allocations are given effect for federal income tax purposes? You may assume that there is no plan to circumvent or avoid any partner's payment obligation and that, to the extent relevant, there is no question regarding any partner's ability to pay. 

a) Capital-account maintenance in accordance with Treas.Reg.§ 1.704-1(b)(2)(iv) and liquidation in accordance with the capital accounts

b) An unconditional obligation of all partners to restore deficit balances in their capital accounts

c) A qualified income offset

d) A minimum gain chargeback

e) None of the above

Answer rating: 100% (QA)

B is the correct answer b An unconditional obligation of all partners to restore deficit balances in ... View the full answer