Section 754; Manner of Electing Optional Adjustment to Basis of Partnership Property

Internal Revenue Service Department of the Treasury Washington, DC 20224 Number: 201718013 Release Date: 5/5/2017 Index Numbers: 754.02-00, 9100.15-00 ------------Third Party Communication: None Date of Communication: Not Applicable Person To Contact:
---, ID #---
Telephone Number:
---
Refer Reply To:
CC:PSI:B03
PLR-123327-16
Date: January 17, 2017
LEGEND
X = ---
---
State = ---
D1 = ---
Dear ---:
This letter responds to a letter dated July 15, 2016, and subsequent correspondence submitted on behalf of X requesting an extension of time under § 301.9100-3 of the Procedure and Administration Regulations to file an election under § 754 of the Internal Revenue Code (Code).

# FACTS

The information submitted states that X is a State limited liability company classified as a partnership for federal tax purposes. During X’s taxable year ended D1, X made a liquidating distribution to a retiring member in exchange for the member’s interest. X’s return for its taxable year ended D1 was timely filed, but inadvertently a § 754 election to adjust the basis of partnership property was not filed with the return.
X represents that it has acted reasonably and in good faith and that granting relief will not prejudice the interests of the government.
PLR-123327-16 2

# LAW AND ANALYSIS

Section 754 provides that a partnership may elect to adjust the basis of partnership property when there is a distribution of property or a transfer of a partnership interest. An election under § 754 applies with respect to all distributions of property by the partnership and to all transfers of interests in the partnership during the taxable year with respect to which the election was filed and all subsequent taxable years.
Section 1.754-1(b) of the Income Tax Regulations provides that an election under § 754 to adjust the basis of partnership property under §§ 734(b) and 743(b), with respect to a distribution of property to a partner or a transfer of an interest in a partnership, must be made in a written statement filed with the partnership return for the taxable year during which the distribution or transfer occurs. For the election to be valid, the return must be filed not later than the time prescribed by § 1.6031(a)-1(e) (including extensions) for filing the return for such taxable year.
Under § 301.9100-1(c), the Commissioner may grant a reasonable extension of time to make a regulatory election, or a statutory election (but no more than six months except in the case of a taxpayer who is abroad), under all subtitles of the Code except subtitles E, G, H, and I. Section 301.9100-1(b) provides that the term “regulatory election” includes an election whose due date is prescribed by a regulation published in the Federal Register.
Sections 301.9100-1 through 301.9100-3 provide the standards the Commissioner will use to determine whether to grant an extension of time to make an election. Section 301.9100-2 provides automatic extensions of time for making certain elections. Section 301.9100-3 provides extensions of time for regulatory elections that do not meet the requirements of § 301.9100-2.
Section 301.9100-3(a) provides that requests for relief under § 301.9100-3 will be granted when the taxpayer provides the evidence (including affidavits described in § 301.9100-3(e)) to establish to the satisfaction of the Commissioner that the taxpayer acted reasonably and in good faith, and the grant of relief will not prejudice the interests of the Government.

# CONCLUSION

Based solely upon the facts submitted and the representations made, we conclude that the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied.
As a result, X is granted an extension of time of 120 days from the date of this letter to make a § 754 election for its taxable year ended D1 and thereafter. The election should PLR-123327-16 3 be made in a written statement filed with the applicable service center for association with X's return for the taxable year ended D1. A copy of this letter should be attached to the statement filed.
Except for the specific ruling above, we express or imply no opinion concerning the federal tax consequences of the facts of this case under any other provision of the
Code. In addition, § 301.9100-1(a) provides that the granting of an extension of time for making an election is not a determination that the taxpayer is otherwise eligible to make the election.
This ruling is directed only to the taxpayer requesting it. According to § 6110(k)(3) of the Code, this ruling may not be used or cited as precedent.
Under a power of attorney on file with this office, we are sending a copy of this letter to X’s authorized representative.
The ruling contained in this letter is based upon information and representations submitted by the taxpayer and accompanied by a penalty of perjury statement executed by an appropriate party. While this office has not verified any of the material submitted in support of the ruling request, it is subject to verification on examination.
Sincerely,
Associate Chief Counsel
(Passthroughs & Special Industries) By:_/s/____ Mary Beth Carchia Senior Technician Reviewer, Branch 3 Office of the Associate Chief Counsel (Passthroughs & Special Industries) Enclosures (2) Copy of this letter Copy of this letter for section 6110 purposes