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Internal Revenue Bulletin:  2015-26 

June 29, 2015 


Notice of proposed Rulemaking Partnership Transactions Involving Equity Interests of a Partner


Internal Revenue Service (IRS), Treasury.


Withdrawal of notice of proposed rulemaking and notice of proposed rulemaking by cross-reference to temporary regulations.


In the Rules and Regulations section of this issue of the Bulletin, the IRS and the Treasury Department are issuing temporary regulations that prevent a corporate partner from using a partnership to avoid corporate level gain required to be recognized. These regulations affect partnerships and their partners. The text of the temporary regulations in this issue of the Bulletin also serves as the text of these proposed regulations.


Comments and requests for a public hearing must be received by September 10, 2015.


Send submissions to: CC:PA:LPD:PR (REG–149518–03), room 5203, Internal Revenue Service, P.O. Box 7604, Ben Franklin Station, Washington, DC 20044. Submissions may be hand-delivered Monday through Friday between the hours of 8 a.m. and 4 p.m. to CC:PA:LPD:PR (REG–149518–03), Courier’s Desk, Internal Revenue Service, 1111 Constitution Avenue, NW, Washington, DC, or sent electronically, via the Federal eRulemaking Portal at (IRS REG–149518–03).


Concerning the proposed regulations, Kevin I. Babitz, (202) 317-6852; concerning submission of comments or to request a public hearing, Oluwafunmilayo Taylor at (202) 317-6901 (not a toll-free number).


Background and Explanation of Provisions

Temporary regulations in the Rules and Regulations section of this issue of the Bulletin amend the Income Tax Regulations (26 CFR part 1) relating to section 337(d). The temporary regulations set forth rules for applying section 337(d) to partnerships and S corporations. The text of the temporary regulations also serves as the text of these proposed regulations. The preamble to the temporary regulations explains the temporary regulations and these proposed regulations.

Special Analyses

It has been determined that this notice of proposed rulemaking is not a significant regulatory action as defined in Executive Order 12866, as supplemented by Executive Order 13563. Therefore, a regulatory assessment is not required. These proposed regulations do not impose a collection of information on small entities. Further, pursuant to the Regulatory Flexibility Act (5 U.S.C. chapter 6), it is hereby certified that these proposed regulations would not have a significant economic impact on a substantial number of small entities. This certification is based on the fact that these proposed regulations would primarily affect sophisticated ownership structures with interlocking ownership of corporations, partnerships and corporate stock. Additionally, these proposed regulations contain a number of de minimis provisions that render the regulations inapplicable to most small businesses. Accordingly, a regulatory flexibility analysis is not required. Pursuant to section 7805(f) of the Internal Revenue Code, these regulations have been submitted to the Chief Counsel for Advocacy of the Small Business Administration for comment on its impact on small business.

Comments and Requests for a Public Hearing

Before these proposed regulations are adopted as final regulations, consideration will be given to comments that are submitted timely to the IRS as prescribed in this preamble under the “Addresses” heading. The Treasury Department and the IRS request comments on all aspects of the proposed rules. All comments will be available at or upon request. A public hearing will be scheduled if requested in writing by any person that timely submits written or electronic comments. If a public hearing is scheduled, notice of the date, time, and place for the public hearing will be published in the Federal Register.

Drafting Information

The principal authors of these regulations are Joseph R. Worst and Kevin I. Babitz, Office of the Associate Chief Counsel (Passthroughs and Special Industries). However, other personnel from the IRS and the Treasury Department participated in their development.

Withdrawal of Notice of Proposed Rulemaking

Accordingly, under the authority of 26 U.S.C. 7805, the notice of proposed rulemaking (PS–91–90; REG–208989–90) that was published in the Federal Register on December 15, 1992 (57 FR 59324), is withdrawn.

* * * * *

Proposed Amendment to the Regulations

Accordingly, 26 CFR part 1 is proposed to be amended as follows:


Paragraph 1. The authority citation for part 1 is amended by adding an entry in numerical order to read in part as follows:

Authority: 26 U.S.C. 7805 * * *

Section 1.337(d)–3 also issued under 26 U.S.C. 337(d). * * *

Par. 2. Section 1.337(d)–3 is added to read as follows:

§ 1.337(d)–3 Gain recognition upon certain partnership transactions involving a partner’s stock.

[The text of proposed § 1.337(d)–3 is the same as the text of § 1.337(d)–3T(a) through (i) published elsewhere in this issue of the Bulletin].

Par. 3. Section 1.732–1 is amended by revising paragraphs (c)(1) and (c)(5)(ii) to read as follows:

§ 1.732–1 Basis of distributed property other than money.

* * * * *

(c)(1) [The text of proposed § 1.732–1(c)(1) is the same as the text of § 1.732–1T(c)(1) published elsewhere in this issue of the Bulletin].

* * * * *

(5) * * *

(ii) [The text of proposed § 1.732–1(c)(5)(ii) is the same as the text of § 1.732–1T(c)(5)(ii) published elsewhere in this issue of the Bulletin].

* * * * *

John Dalrymple, Deputy Commissioner for Services and Enforcement.


(Filed by the Office of the Federal Register on June 11, 2015, 8:45 a.m., and published in the issue of the Federal Register for June 12, 2015, 80 F.R. 33451)

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