What happens to a partner's existing 743(b) adjustment when they sell their interest in a partnership?
I'm trying to understand what happens with an existing 743(b) adjustment when a partner sells their partnership interest. I've been through the tax code and publications but can't find a clear answer on this specific scenario. My situation is that I'm considering selling my 35% stake in a commercial real estate partnership. When I bought in 3 years ago, we made a 754 election and I received a 743(b) adjustment of approximately $220,000 that's being depreciated over 39 years. I've only used about $17,000 of the adjustment so far. Does the remaining 743(b) adjustment (around $203,000) get factored into my sale somehow? Do I completely lose the benefit of this remaining adjustment? Does it transfer to the buyer? I've asked our partnership's accountant but even they weren't entirely clear on this specific situation. Any insights would be greatly appreciated as this might impact my decision timeline on selling!
22 comments


Nia Thompson
The 743(b) adjustment is specifically tied to your partnership interest, so when you sell that interest, the remaining adjustment essentially becomes part of your tax basis in the partnership interest. When you sell your partnership interest, your adjusted basis (which includes the remaining 743(b) adjustment) is compared against your sales proceeds to determine your gain or loss on the sale. So while you won't continue to benefit from future annual depreciation deductions related to that adjustment, the remaining value does factor into your basis calculation when you sell. The buyer may then be eligible for their own 743(b) adjustment if the partnership has a 754 election in effect at the time of your sale. This would be a completely new adjustment based on the difference between what they paid for the interest and their proportionate share of the partnership's adjusted basis in its assets.
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Mateo Rodriguez
•This is interesting. So just to clarify - if I'm the buyer of a partnership interest, and the partnership has a 754 election in effect, I would get my own 743(b) adjustment based on what I paid versus the partnership's existing basis? Is there any relationship between the seller's old adjustment and what I might get as the buyer?
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Nia Thompson
•Yes, as the buyer you would get your own brand new 743(b) adjustment if the partnership has a 754 election in effect when you purchase the interest. Your adjustment would be based on the difference between what you paid for the interest and your proportionate share of the partnership's inside basis in its assets. There's no direct relationship between the seller's old adjustment and what you would get. The seller's adjustment becomes part of their basis calculation when selling to you, potentially affecting their gain/loss on sale, but your adjustment is calculated fresh based on current values and basis amounts at the time of your purchase.
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Aisha Hussain
After struggling with partnership tax issues similar to this, I found an amazing tool that helped clarify these complex 743(b) adjustment questions. I was about to sell my interest in a medical office building partnership and was totally confused about how my special basis adjustments would be treated. I uploaded my partnership documents to https://taxr.ai and it analyzed exactly how my 743(b) adjustment would affect my basis upon sale. The system even identified a mistake in how our partnership had been calculating my adjustments. Would have cost me over $45,000 in additional taxes if I hadn't caught it! Their analysis explained that while the adjustment doesn't transfer to the buyer, it does become part of your adjusted basis calculation when determining gain/loss on sale. The tool provided specific calculations showing how my particular 743(b) adjustment affected my specific situation.
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GalacticGladiator
•How exactly does this tool work? Does it just explain the rules or does it actually do calculations? I'm in a similar situation with a 743(b) adjustment from buying into a manufacturing partnership 5 years ago, and now looking at possibly selling.
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Ethan Brown
•I'm skeptical about any tool that claims to handle something this specialized. Partnership tax is incredibly complex. Does it actually have specific 743(b) functionality or is it just giving generic explanations about partnership basis? Seems too good to be true.
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Aisha Hussain
•The tool does both explanations and calculations. You upload your partnership documents and tax info, and it specifically analyzes Section 743(b) adjustments in your unique situation. It creates a detailed report showing how your adjustment affects your adjusted basis upon sale. It even provides the specific code sections and applicable regulations. For specialized situations like yours, it's not just generic information. It analyzes the actual numbers in your scenario, including how much of the adjustment you've already used through depreciation or amortization, and how the remainder impacts your basis calculation when selling. Several accountants in our office building now use it for their partnership clients.
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Ethan Brown
I need to eat my words about being skeptical! I decided to try https://taxr.ai for my manufacturing partnership interest sale. Had a $180K 743(b) adjustment from 5 years ago with about $140K remaining when I sold. The analysis was incredibly detailed - showed exactly how the remaining adjustment factored into my outside basis calculation. What really impressed me was that it flagged an issue with how our partnership had been allocating the adjustment between 1245 and 1250 property, which would have affected my recapture calculations. My CPA was actually surprised by the depth of the analysis and agreed with its conclusions. Saved me from overpaying about $22K in taxes by correctly factoring the remaining adjustment into my basis. Really glad I gave it a shot despite my initial skepticism!
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Yuki Yamamoto
I feel your pain trying to figure out 743(b) adjustments! Last year I was selling my interest in a real estate partnership and spent WEEKS trying to get someone from the IRS on the phone to confirm how to handle my remaining basis adjustment. It was impossible - either couldn't get through or was transferred between departments with no resolution. Finally discovered https://claimyr.com and used their service to get through to the IRS Partnership Division. You can see how it works here: https://youtu.be/_kiP6q8DX5c Within 90 minutes of using Claimyr, I was speaking with an IRS partnership specialist who confirmed exactly how to handle the remaining adjustment on my Form 8949 when reporting the sale. Totally worth it after wasting hours on hold previously.
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Carmen Ruiz
•How does this service actually work? I've been trying to reach someone at the IRS for months about a partnership issue. Seems impossible to get through their phone system.
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Andre Lefebvre
•Sounds like a scam honestly. Nobody can "get you through" to the IRS faster. Their phone system is what it is, and there are no shortcuts or special access methods. You probably just got lucky with timing when you called.
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Yuki Yamamoto
•It's not a shortcut system - it's an automated service that basically waits on hold for you. When you sign up, you tell them which IRS department you need to reach. Their system calls the IRS and navigates the phone tree for you, then waits on hold (sometimes for hours) so you don't have to. When an actual IRS agent picks up, you get an immediate call connecting you with that agent. It worked exactly as described. Instead of me spending hours on hold (which I had already done 3 times without success), their system did the waiting. When I got the callback, I was immediately connected to someone in the Partnership Division who was able to answer my specific 743(b) questions.
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Andre Lefebvre
I need to apologize for calling Claimyr a scam. After struggling for two more weeks trying to reach someone at the IRS about my partnership basis issues, I broke down and tried the service. It actually works exactly as described. Their system waited on hold for almost 2.5 hours (which I didn't have to do myself), and then connected me directly with an IRS partnership specialist. Got confirmation about how to handle my remaining 743(b) adjustment when calculating my gain on sale. The specialist confirmed that the remaining adjustment increases my outside basis in the partnership interest, effectively reducing my gain on sale. Would have overpaid my taxes significantly without this clarification. Sorry for being so dismissive initially!
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Zoe Dimitriou
Something to add here that hasn't been mentioned - if you're the selling partner, make sure you get a copy of the partnership's calculation of your 743(b) adjustment AND how much has been used through depreciation/amortization so far. This is critical documentation for determining your correct adjusted basis when calculating gain/loss. I learned this the hard way when selling my interest in a manufacturing partnership. The partnership initially provided incorrect calculations that didn't properly track how much of my adjustment had been used over the 7 years I held the interest. Had to hire a separate CPA to recalculate everything, which delayed my sale by months.
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QuantumQuest
•Do you think it's worth having this calculation reviewed by an independent accountant? Our partnership's accounting firm seems competent, but I'm wondering if there's potential for errors given how complex these calculations can be.
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Zoe Dimitriou
•Absolutely worth having an independent review. Even competent firms make mistakes with these calculations because they're handling multiple partners with different 743(b) adjustments from different years. In my case, the partnership's accountant had mistakenly been amortizing my adjustment over 15 years instead of the correct 10 years for the specific assets involved. They had also failed to properly track which portion related to 1245 property versus other assets, which affects recapture calculations when you sell. An independent review caught both issues and corrected my basis calculation.
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Jamal Anderson
I'm struggling to understand all this partnership basis stuff. I'm buying into a partnership where the previous partner had one of these 743b adjustments. Do I get to use that same adjustment or does it reset for me? Can someone explain in simple terms?
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Nia Thompson
•You don't inherit the previous partner's 743(b) adjustment. If the partnership has a Section 754 election in effect when you buy in, you'll get your own brand new adjustment based on your purchase price versus your share of the partnership's inside basis. The previous partner's adjustment essentially "disappears" as far as the partnership is concerned - it became part of their basis calculation when they sold to you. Your adjustment is completely separate and newly calculated based on current values at the time of your purchase.
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Lukas Fitzgerald
Great question about 743(b) adjustments! I went through something very similar when I sold my interest in a strip mall partnership last year. The key thing to understand is that your remaining 743(b) adjustment doesn't just disappear - it becomes part of your adjusted basis in the partnership interest when you sell. So in your case, that remaining ~$203,000 would increase your basis, which means it reduces your taxable gain (or increases your loss) when you sell. Think of it this way: you originally got the 743(b) adjustment because you paid more for your partnership interest than your proportionate share of the partnership's inside basis. When you sell, that "extra" amount you paid (minus what you've already depreciated) still has value - it's just realized as part of your sale transaction rather than through ongoing annual deductions. Make sure you get detailed documentation from your partnership showing exactly how much of your original adjustment has been used through depreciation. This is crucial for calculating your correct adjusted basis. Also consider having an independent review done if the sale amount is significant - I found a small error in my partnership's calculations that would have cost me several thousand in extra taxes. The buyer won't get your old adjustment, but they may qualify for their own new 743(b) adjustment if the 754 election is still in effect at the time of sale.
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Logan Greenburg
•This is really helpful! I'm new to partnership taxation and had no idea that the remaining 743(b) adjustment actually becomes part of your basis when you sell. I was worried that selling early might mean "losing" the benefit of that adjustment entirely. Just to make sure I understand correctly - so if someone originally got a $200K adjustment and has only used $20K through depreciation, when they sell their partnership interest, that remaining $180K effectively reduces their taxable gain by $180K? That seems like a significant tax benefit that makes the timing of a sale much more important than I initially thought. Thanks for sharing your experience with the strip mall partnership - it's really reassuring to hear from someone who went through a similar situation!
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Sean Kelly
Yes, you've got it exactly right! That remaining $180K would indeed increase your adjusted basis in the partnership interest, which directly reduces your taxable gain (or increases your loss) when you sell. This is why the timing and documentation are so critical. What many people don't realize is that this can actually make selling "early" more tax-efficient in some situations, especially if you're in a higher tax bracket now versus what you might be in future years when taking the annual depreciation deductions. You're essentially accelerating the tax benefit of that remaining adjustment. Just be extra careful with the calculations. In my strip mall situation, the partnership had been incorrectly allocating part of my adjustment to land (which doesn't depreciate) versus the building improvements. This error would have overstated my remaining adjustment by about $15K, leading to an incorrect basis calculation on sale. I'd strongly recommend getting those partnership records well before you're ready to sell. Some partnerships are slower than others at providing detailed breakdowns, and you don't want to delay a time-sensitive sale waiting for proper documentation of your adjusted basis.
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Malik Davis
•This is exactly the kind of detailed explanation I was hoping to find! I'm actually in a somewhat similar situation - considering selling my partnership interest in a small office complex, and I have about $150K in remaining 743(b) adjustments that I was worried about "losing." Your point about this potentially being more tax-efficient than taking the annual depreciation deductions over time is really interesting. I hadn't considered that angle at all. Given that tax rates might be changing in the coming years, accelerating this benefit through a sale could actually work in my favor. The documentation issue you mention is something I definitely need to address. Our partnership uses a smaller accounting firm and I'm not entirely confident they're tracking all the individual partner adjustments properly. Better to sort this out now rather than when I'm trying to close a sale. Thanks for sharing the specific example about the land versus building allocation error - that's the kind of mistake I would never have thought to look for!
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