Other People's Money
Back to library
Advanced

§754 Election — Partnership/LLC Inside-Basis Step-Up

On partner death or interest sale, §754 election steps up inside basis to FMV — restart depreciation.

Overview

By default when a partner dies or sells their interest, only OUTSIDE basis (their capital account) steps up — inside basis of partnership assets stays put, so heir or buyer gets no new depreciation. A §754 election (with §743(b) adjustment for transfers, §734(b) for distributions) steps up inside basis to fair market value for that partner's share, restarting depreciation on their allocated portion of buildings, equipment, and goodwill. Once elected, applies to ALL future transfers (irrevocable without IRS consent). Massive value for real estate partnerships and family LLCs with appreciated property.

Best fit
LLC-partnerships with appreciated real estateFamily partnerships facing generational transferBuyers of LLC interests
Estimated impact
$100K–$5M+ in restored depreciation deductions

Click Generate advisory deep dive for mechanics, IRC citations, a step-by-step execution plan, a worked numeric example on your profile, costs, risks, and this-week actions.

More advanced strategies

See all Advanced strategies
OPM