The Tax Lawyer

When Does a BBA Partnership Terminate?

Andrew L. Lawson


The death of a tax partnership has recently taken on increased importance. Under the centralized partnership audit regime, whether a partnership “ceases to exist” can change the identity of the persons who are liable for unpaid tax. But the statute and regulations implementing the regime leave unanswered questions as to when this event occurs, especially in the context of transactions such as partnership mergers and divisions. This uncertainty poses problems both for the IRS and for taxpayers, as IRS agents seek clarity on collection avenues and taxpayers try to plan their affairs. This article provides suggestions for clarifying this uncertainty in partnership mergers, divisions, and similar transactions.