Legal Question in Business Law in Wisconsin

Partnerships

I'm in the process of buying a business. It is a partnership now and will be when myself and one other person take over. The name of Partnership will remain the same. My question is do we transfer the partnership to us or do we set up a new partnership under the same name as the old?


Asked on 9/06/02, 12:20 pm

1 Answer from Attorneys

Thomas Schober Schober Schober & Mitchell, S.C.

Re: Partnerships

Technically, what you are asking is: do we buy the

assets of the partnership or the interest in the

partnership owned by the current owners. The results

vary in a number of respects.

If you buy the assets, your purchase price automaticlly

gives you a new basis to depreciate. Otherwise, a

tax election may be necessary. If you buy the entity,

you may take over licenses, etc., that won't require

relicensing. However, in an entity purchase, you may

find you are a sucessor to any liabilities of the

entity, as well.

There are a raft of legal liability and tax liability

issues associated with the answer to this question.

You should hire a competent lawyer and a good CPA to

assist you in your contemplated transaction.

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Answered on 9/06/02, 2:04 pm


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