[jeff]

REG Study Group Links and Resources:

1. NINJA Monthly – $67 REG Course
2. Free REG Notes
3. REG Course Comparison
4. How to Pass REG (with NINJA)
5. How to Pass REG (in 20 Days)
6. How to Pass REG (after Failing)

See Also:

• FAR Study Group
• AUD Study Group
• REG Study Group
• BEC Study Group

[asdf]

@74phoenix

All the explanation says was this
—————————————————————————-
A limited partner is allowed, without losing the protection of limited liability, to act as an agent of the limited partnership.
—————————————————————————-
which I couldn't agree (sigh)

[Tncincy]

I would have chosen both, because even though it is a limited partnership, her voting to remove Strasburg as a general partner will not cause them be less than a llp, they are still two or more partners. And one can act on behalf of the partnership. So I would choose Both I and II.

It begins with a 75
Been here too long as a cheerleader....ready to pass

[cpaswag]

anybody here take REG this quarter or will take soon and can give feedback?

[Tncincy]

I'm taking it may 15th I'll let everyone know how it goes. Lord, I need to keep studying, time is going by so fast.

It begins with a 75
Been here too long as a cheerleader....ready to pass

[74phoenix]

Maybe the difference is acting as agency vs making day to day decisions (gen partner)…. @asdf

Graduated 05/2016.
NY CPA Candidate.
Public accounting.
FAR COMING UP 07/07/2016 !! GOD HELP ME.

[Tncincy]

Ok, so, the last round of mcq's made me really focus, and READ the ninja notes, not just re-write them because I am looking specifically for basis calculations and etc. I'm having a good study session today. Hope you guys are pouring it in as well.

It begins with a 75
Been here too long as a cheerleader....ready to pass

[BryGuy]

So, I just took REG yesterday and it was my second time around (72 on the first one) and I was surprised to see very minimal questions on BLaw. I felt like there were quite a bit of partnership interest questions and quite a bit of Corp and individual tax questions.

[asdf]

@74phoenix

yes.. that's what I'm thinking too..
I have read the textbook again to clarify.
Some knowledge in the textbook here below is somewhat mixed up in my head it seem..

“Limited partner has no right to take part in the management of the business.
Limited partner is NOT an agent of the business and generally CANNOT bind the business in contract.”

“Under the Revised Uniform Limited Partnership Act of 1976, a limited partner who participates IN CONTROL OF (not agency) the business
is liable to any creditor who reasonably believes that he is a general partner.”

“Under the Uniform Limited Partnership Act of 2001, partners cannot be held personally liable for participating in management.”

[74phoenix]

Can someone help me understand why they use Basis for Porter and FMV for Corley in the question below? I chose answer D incorrectly.

Porter, the sole shareholder of Preston Corp., transferred property to the corporation as a contribution to
capital. Two years later, Corley transferred property to the corporation in exchange for a 10% interest in
corporate stock. The property transferred was valued as follows:
Porter's transfer Corley's transfer
Basis $50,000 $250,000
Fair market value 200,000 500,000
What amount represents the corporation's basis in the property received?
A. $700,000
B. $550,000
C. $450,000
D. $300,000
Explanation
Choice “B” is correct. Porter's transfer is not taxable because the 80% control test is met. The
corporation's basis in the property is the basis of $50,000. Corley's transfer is taxable because the 80%
control test is not met. The corporation's basis in the property is $500,000. The corporation's total basis
in the properties is $550,000 ($50,000 + $500,000).

Choice “D” is incorrect. $300,000 would be correct if the basis of both properties used carryover basis.

Graduated 05/2016.
NY CPA Candidate.
Public accounting.
FAR COMING UP 07/07/2016 !! GOD HELP ME.

[CH89]

So here is the explanation my review course provides for this question: Porter's capital contribution of property would be nontaxable, and Porter's basis of $50,000 would transfer to Preston Corp. In contrast, since Corley only received a 10% interest in Preston Corp., Corley's transfer would not qualify for Sec. 351 treatment and would be taxable. As a result, Preston Corp. would have a FMV basis of $500,000 for the property received from Corley. Preston Corp.'s total basis would be $50,000 + $500,000 = $550,000.

So the big take away to my understanding here is % interest received and whether or not it meets the control test. Hope this helps!

[74phoenix]

So Porter's event is nontaxable due to the following rule:

Formation of a C Corp is generally non taxable if 80% control rule is met.

And I understand nontaxable = basis. And that taxable event here uses FMV.

Thanks @CH89

Graduated 05/2016.
NY CPA Candidate.
Public accounting.
FAR COMING UP 07/07/2016 !! GOD HELP ME.

[TommyL]

@BryGuy that's good cuz Blaw makes me wanna tear my hair out

[CH89]

Don't worry Tommy, you are not alone on that one. BLaw is definitely my weak area. Too many rules and facts in my opinion haha.

[Tncincy]

Looks like you guys are having a good study session. I am working on Basis as well.I'm going over notes before I start my 100 mcq's.

It begins with a 75
Been here too long as a cheerleader....ready to pass

[CH89]

That's awesome, I hope your study session went well! We are all rooting for you and this exam, keep on going!

[Author]

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