Section 754 Step-Up in Basis: Understanding the Tax Issues for Partnerships and LLCs (S754)

When a purchaser buys an existing partner’s partnership interest or the interest of a member of a limited liability corporation (LLC) taxed as a partnership, the amount paid becomes the basis for the purchaser’s partnership interest (outside basis). If the partnership’s assets have appreciated sufficiently, the difference between the new partner’s inside and outside basis can be substantial. This disparity can deprive the new partner of depreciation deductions and inflate his or her share of the gain from subsequent property dispositions unless a Section 754 election is in effect. The Section 754 election can also apply when a partnership makes a distribution of property and the basis of the distributed property to the partnership and the basis the partner/distributee will take in the distributed property are not equal. In this case, a partnership can recover basis it would otherwise lose if the 754 election were not in effect.