critical thinking 225

Unicorn and Zebra form the UZ Co., a partnership. Unicorn contributes inventory with fair market value of $650,000 and an adjusted basis of $200,000 and cash of 350,000 for a 50% interest in the partnership. Zebra contributes computers, hardware, and proprietary software with a fair market value of $1,000,000 and a tax basis of $300,000 for a 50% interest in the partnership. The computer hardware, which was purchased from IBM on credit, is subject to an equipment loan of $300,000. Please discuss the tax impact to: Unicorn, Zebra, and UZ Co.


Which of the following expenses qualify as organizational expenses under IRC Sec 709 and may be deductible?

Legal fees for negotiation of partnership agreement?

Accounting fees for representations in offering materials?

Filing fees?

Accounting fees for services incident to organizing the partnership?

Fees for tax opinions in the partnership prospectus?


APA guidelines with subheadings, 1” margins and double spaced. Minimally 2-3 pages in length. 3 credible academic references. All sources used, including your textbook, must be referenced. Paraphrased and quoted material must have accompanying citations and cited per APA guidelines.

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