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In a partnership, basis represents a partner’s investment value in the partnership for tax purposes. It determines how much loss a partner can deduct, how distributions are taxed, and the gain or loss when selling a partnership interest.
Every partner has their own individual basis, which changes over time as income, losses, contributions, and distributions occur.
When a partner first joins or contributes to a partnership, their initial basis equals the amount of cash and the adjusted basis of property contributed, plus any gain recognized on the transfer.
Example:
If you contribute $50,000 cash and equipment with a $20,000 adjusted basis (worth $25,000), your initial basis is $70,000.
If the partnership assumes your $10,000 loan on that equipment, your basis is reduced by that $10,000, since the liability has been transferred.
Your partnership basis changes annually as business activities and transactions occur. These adjustments ensure that income is taxed only once, and losses are limited to your investment risk.
Increases to Basis:
Additional capital contributions
Share of partnership income or gain (ordinary income, capital gains, tax-exempt income)
Increase in share of partnership liabilities
Decreases to Basis:
Distributions of cash or property
Share of partnership losses and deductions
Decrease in partnership liabilities
Non-deductible expenses (such as certain penalties)
Understanding your basis helps in multiple tax areas:
Loss Limitation:
You can only deduct losses up to your basis. Excess losses are carried forward until you have sufficient basis.
Distributions:
Cash distributions exceeding basis are taxable as capital gains. Otherwise, they are tax-free to the extent of your basis.
Sale of Partnership Interest:
Your basis determines gain or loss when you sell or transfer your partnership interest.
Debt Allocations:
Partner’s share of partnership debt (recourse and nonrecourse) affects basis — increasing your at-risk amount and allowing larger loss deductions.
There are two types of basis in partnership taxation:
Inside Basis: The partnership’s basis in its own assets.
Outside Basis: Each partner’s basis in their partnership interest.
While the inside basis stays with the partnership, the outside basis reflects each partner’s personal tax investment. In certain transactions (like partner buyouts or death of a partner), Section 754 elections may be made to adjust inside basis to match outside basis.
Let’s say:
You contribute $40,000 cash and borrow $10,000 personally to add to the partnership.
Your starting basis = $50,000.
You’re allocated $15,000 of income → basis increases to $65,000.
You receive a $20,000 cash distribution → basis decreases to $45,000.
You claim $10,000 of losses → basis decreases to $35,000.
At year-end, your adjusted basis is $35,000, limiting future loss deductions.
Ignoring partnership liabilities when computing basis
Deducting losses exceeding basis
Not tracking annual adjustments
Forgetting to adjust for non-deductible expenses
Confusing capital account balance with tax basis (they are not the same)
At Z Tax & Accounting, our experienced tax professionals help partners and partnerships nationwide:
Manage multi-member LLC and partnership basis schedules
File Form 1065, Schedule K-1, and related partner adjustments
Handle basis and Section 754 elections for new or departing partners
Provide IRS representation and strategic tax planning
Our firm ensures your partnership returns comply with IRS regulations while maximizing available tax benefits.
Understanding your basis isn’t just an IRS formality — it’s essential for accurate tax reporting, loss limitation, and capital gain management.
📞 Contact Z Tax & Accounting today at (214) 699-4790 to discuss your partnership basis and optimize your tax position.
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