Tax Facts

7749 / Can limited partners deduct the expenses of selling interests in the partnership and other expenses of syndication?



No. Expenses to promote the sale of (or to sell) an interest in the partnership cannot be deducted and cannot be amortized.1 They must be capitalized.2

Syndication expenses are those connected with issuing and marketing partnership interests. For example, according to the regulations, syndication expenses include brokerage fees, registration fees, legal fees for securities advice and advice pertaining to tax disclosures in the prospectus or placement memorandum, and the costs of printing the prospectus, placement memorandum, and other selling and promotional material.3







1.  IRC § 709(a); Rev. Rul. 81-153, 1981-1 CB 387.

2.  Treas. Reg. § 1.709-2(b); Rev. Rul. 85-32, 1985-1 CB 186.

3.  Treas. Reg. § 1.709-2(b).

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