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If a Partnership Incorporates, It Is Always Deemed to First

question 126

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If a partnership incorporates, it is always deemed to first distribute all of its assets and liabilities to the partners in complete liquidation. Then the partners are deemed to contribute those assets to the new corporation (with the corporation assuming the related liabilities) in a transaction that qualifies under § 351.


Definitions:

Mesenteric Vein

A vein in the mesentery that drains blood from the small intestine and parts of the large intestine into the portal vein.

Ductus Venosus

A fetal blood vessel that diverts some blood flow away from the liver and directly into the inferior vena cava.

Fetal Liver

An organ in the fetus that plays a crucial role in blood cell production before birth.

Inferior Vena Cava

A large vein that carries deoxygenated blood from the lower half of the body back to the right atrium of the heart.

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