Realty Transfer Tax Exemption for Conveyance of General to Limited Partnership

In Exton Plaza Associates v. Commonwealth, 763 A.2d 521 (Pa. Cmwlth. 2000), the taxpayer, a general partnership, sought exemption from the realty transfer tax for the conveyance of a shopping center to a limited partnership of the same name and with the same principals and same business address. Although we recognized that transfers between partnerships are fully taxable, as are transfers between partnerships and their partners, unless excluded, we stressed that the first inquiry must be whether the deed effects a real transfer of an interest in property to someone other than the grantor. In this regard, the Court stated: In this context, the stipulated facts tell us that the general partnership "converted" to the limited partnership, transferring a 1 percent interest to a limited liability company as the general partner. Regardless of the details of how this "conversion" was accomplished, the shopping center was essentially "contributed" to the Limited Partnership, and the principals' property rights in the shopping center remain essentially unchanged. The execution of the deed transferring the shopping center merely memorialized the conversion from a general partnership to a limited partnership. Our conclusion--that the deed in this case does not effect a transfer of a beneficial interest in the shopping center to someone other than the grantor-is most analogous to the exclusion for a correctional or confirmatory deed that does not change the beneficial interest in the property. Exton Plaza, 763 A.2d at 524.