Final Regulations Identify Partnership Basis Shifting Transaction as Reportable Transactions (T.D. 10028; IR-2025-6)

The IRS has issued final regulation identifying certain partnership related-party basis adjustment transactions as transactions of interest (TOI), a type of reportable transaction under Reg. §1.6011-4. Taxpayers that participate and material advisors to these transactions, and substantially similar transactions, are required to disclose as much to the IRS using Form 8886 and Form 8918, respectively, or be subject to penalties.

Basis Adjustment Transactions

A transaction is covered by the regulations if a partnership with two or more related partners engages in any of the following transactions.

• The partnership makes a current or liquidating distribution of property to a partner who is related to one or more partners, and the partnership increases the basis of one or more of its remaining properties under Code Sec. 734(b) and (c) by more than $10 million ($25 million for tax years before 2025).
• The partnership distributes property to a partner related to one or more partners in liquidation of the partnership interest, and the basis of one or more distributed properties is increased under Code Sec. 732(b) and (c) by more than $10 million ($25 million for tax years before 2025).
• The partnership distributes property to a partner who is related to one or more partners, the basis of one or more distributed properties is increased under Code Sec. 732(d) by more than $10 million ($25 million for tax years before 2025), and the related partner acquired all or a part of its interest in the partnership in a transaction that would have been a basis adjustment transaction had a Code Sec. 754 election been in effect.

A basis adjustment transaction for this purpose would occur if a partner transferred an interest in the partnership to a related partner in a nonrecognition transaction, and the basis of one or more partnership properties is increased under Code Sec. 743(b)(1) and (c) by more than $10 million ($25 million for tax years before 2025).

Retroactive Reporting

The final regulations limit the disclosure rule for open tax years that fall withing a six-year lookback window. The window is the seventy-two-month period before the first month of a taxpayer’s most recent tax year that began before January 14, 2025. The basis increase threshold in a TOI during the six-year lookback period is $25 million.

A taxpayer has until July 13, 2025, to file disclosure statements for TOIs in open tax years for which a tax return has already been filed and that fall within the six-year lookback window. Material advisors have until April 14, 2025, to file their disclosure statements for tax statements made before the final regulations.

T.D. 10028

IR-2025-6