Deficit Partner Capital Account Balances In a General Partnership Represent Liabilities


            Example: Partners' capital position in A General Partnership with a deficit of  -$397,000 allocated as follows to its partners:


                        Founder                                               -$445,000

                        Aunt 1                                                         3,000

                        Aunt 2                                                         3,000

                        Uncle 1                                                       4,000

                        Uncle 2                                                       3,000

                        Daughter                                                   35,000

                        Deficit General Partnership Equity     -$397,000


            Most state laws, including here in State of New Hampshire, general partnerships (unlike that which applies to member owned LLCs we would note), deficit balances represent a liability to the other general partners.  This means that if the real estate was to be valued at fair market value, Founder's share of the underlying asset value would be his tenant-in-common share, less the above deficit.


            Economically, it is necessary to also consider the acquisitions between partners occuring outside the partnership."  So for example, if $1 million of the General Partnership assets were used to acquire the Sellers' interest, then the above liability to other partners may be equitable. 


            To the extent there is unpaid compensation due to Founder, it is necessary to carefully document those efforts contemporaneously so that if at some future windfall the Founder intends to receive those "wages," he/she can document years of efforts that were undercompensated and the amount due to him/her. 


            Compensation studies are available to assist with valuing such work.  In defending against minority lawsuits alleging excess compensation, it is very important to maintain activity logs and a diary of activities.  Such notes are also helpful in compiling annual reports to owners.


            Unpon the discovery of material disparities between partners like shown above, we recommend a detailed historical reconstruction all capital account be undertaken in order to obtain a complete understanding of the components of her/his liquidation liability to all the other partners.


Nonproportional Distribution Trap!


            As a general partnership, State law does not prohibit disproportionate distributions, however, it is important to understand the long-term consequences as eluded to above.  At liquidation, the resulting uneven capital account balances which became out of sink with the tenant-in-common real estate holdings, represents a liability to be equalized to those predetermined ownership interests.  

In your CPA firm's experience, what is the most material overlooked deduction in the estate, gift and trust income tax area

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