LIST OF STATE LAWS THAT ARE SIMILAR TO THE REVISED UNIFORM LIMITED PARTNERSHIP ACT FOR PURPOSES OF SECTION 7701

Rev. Rul. 84-80

ISSUE

Whether states that have revised their limited partnership statutes following promulgation of the Revised Uniform Limited Partnership Act ("RULPA") have enacted legislation that corresponds to the Uniform Limited Partnership Act ("ULPA") for purposes of section 301.7701-2 of the Procedure and Administration Regulations.

FACTS

RULPA was adopted by the National Conference of Commissioners on Uniform State Laws in 1976.

On April 26, 1983, final regulations were published which amend section 301.7701-2 of the regulations. T.D. 7889, 1983-1 C.B. 362. As amended, section 301.7701-2(a)(5) provides that references in section 301.7701-2 to the ULPA shall be deemed to refer to the ULPA as originally enacted and as revised in 1976 (RULPA).

LAW AND ANALYSIS

Section 301.7701-2 of the regulations provides that the classification of an entity depends upon the presence or absence of corporate characteristics. That section also includes certain special rules for determining whether an entity organized under a statute corresponding to the ULPA possesses or lacks the corporate characteristics of continuity of life, centralization of management, limited liability, and free transferability of interests.

HOLDING

The Internal Revenue Service has determined that the following states have enacted legislation that, as of the effective date, corresponds to the ULPA for purposes of section 301.7701-2 of the regulations:

CALIFORNIA: Cal. Corp. Code sections 15611 through 15723 (West Supp. 1948) effective July 1, 1984.

COLORADO: Col. Rev. Stat. sections 7-62-101 through 7-62-1201 (Supp. 1983) effective November 1, 1981.

CONNECTICUT: Conn. Gen. Stat. Ann. sections 34-9 through 34-38 (West Supp. 1983-84) effective October 1, 1979.

DELAWARE: Del. Code Ann. tit. 6, sections 17-101 through 17-1107 (Supp. 1982) effective January 1, 1983.

MASSACHUSETTS: Mass. Ann. Laws ch. 109, section 1-62 (Law. Coop. Supp. 1983) effective July 1, 1982.

MONTANA: Mont. Code. Ann. sections 35-12-501 through 1404, effective October 1, 1981.