Sale or Exchange — Instruction 1065 (Schedule K-1)

Generally, a partner who sells or exchanges a partnership interest in a section 751(a) exchange must notify the partnership, in writing, within 30 days of the exchange (or, if earlier, by January 15 of the calendar year following the calendar year in which the exchange occurred). A section 751(a) exchange is any sale or exchange of a partnership interest in which any money or other property received by the partner in exchange for that partner’s interest is attributable to unrealized receivables (as defined in section 751(c)) or inventory items (as defined in section 751(d)).

The written notice to the partnership must include the names and addresses of both parties to the exchange, the identifying numbers of the transferor and (if known) of the transferee, and the exchange date.

An exception to this rule is made for sales or exchanges of publicly traded partnership interests for which a broker is required to file Form 1099-B, Proceeds From Broker and Barter Exchange Transactions.

If a partner is required to notify the partnership of a section 751(a) exchange but fails to do so, the partner will be subject to a penalty for each such failure. However, no penalty will be imposed if the partner can show that the failure was due to reasonable cause and not willful neglect. See Form 8308, Report of a Sale or Exchange of Certain Partnership Interests, and its instructions for additional information.

Tip: Gain or loss from the disposition of your partnership interest may be net investment income (NII) under section 1411 and could be subject to the net investment income tax (NIIT). See Form 8960, Net Investment Income Tax—Individuals, Estates, and Trusts, and its instructions for information about how to report and figure the tax due.

Caution: Three-year holding period requirement for applicable partnership interests. Section 1061

increases the required long-term capital gains holding period for an applicable partnership interest from more than 1 year to more than 3 years. The holding period applies only to applicable partnership interests held in connection with the performance of services as defined in section 1061. See section 1061 and Pub. 541, Partnerships, for details.