Tax consequences of liquidating a partnership

Early English mercantile courts recognized a business form known as the societas. The societas provided for an accounting between its business partners, an agency relationship between partners in which individual partners could legally bind the partnership, and individual partner liability for the partnership's debts and obligations. The partnership, for instance, is considered an association of co-owners for tax purposes, and each co-owner is taxed on his or her proportional share of the partnership profits.

An aggregate approach nevertheless led to confusion as to whether a partnership could be sued or whether it could sue on its own behalf. As the regular English courts gradually recognized the societas, the business form eventually developed into the common-law partnership. England enacted its Partner-ship Act in 1890, and legal experts in the United States drafted a Uniform Partnership Act (UPA) in 1914. When there is a positive agreement at the commencement of the partnership, that the personal representative or heir of a partner shall succeed him in the partnership, the obligation will be considered valid. Persons can form a partnership by written or oral agreement, and a partnership agreement often governs the partners' relations to each other and to the partnership.


The term person generally includes individuals, corporations, and other partnerships and business associations.

HMRC had argued that the establishment of a company with a spouse as shareholder was an “arrangement” within the meaning of the legislation and that Mr Jones sought to confer a benefit on his wife by diverting dividends to her to use personal allowances and lower/basic rate bands. For example, a contractor whose spouse/civil partner performs a significant amount of the work for the company and brings in an equivalent amount of income to the shares they receive would be unlikely to be subject to a S660A enquiry.


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