Modification and clarification of rights relating to building purchase

(a) Modification of right of first refusal (1) In general Subparagraph (A) of section 42(i)(7) of the Internal Revenue Code of 1986 is amended by striking a right of 1st refusal and inserting an option. (2) Conforming amendment The heading of paragraph (7) of section 42(i) of such Code is amended by striking right of 1st refusal and inserting option. (b) Clarification with respect to right of first refusal and purchase options (1) Purchase of partnership interest (A) In general Subparagraph (A) of section 42(i)(7) of the Internal Revenue Code of 1986, as amended by subsection (a), is amended by striking the property and inserting the property or all of the partnership interests (other than interests of the person exercising such option or a related party thereto (within the meaning of section 267(b) or 707(b)(1))) relating to the property. (B) Application to S corporations and other pass-through entities Subparagraph (A) of section 42(i)(7) of such Code is amended by adding at the end the following: Except as provided by the Secretary, the rules of this paragraph shall apply to S corporations and other pass-through entities in the same manner as such rules apply to partnerships.. (C) Conforming amendment Subparagraph (B) of section 42(i)(7) of such Code is amended by adding at the end the following: In the case of a purchase of all of the partnership interests, the minimum purchase price under this subparagraph shall be an amount not less than the sum of the interests’ shares of the amount which would be determined with respect to the property under this subparagraph without regard to this sentence.. (2) Property includes assets relating to the building Paragraph (7) of section 42(i) of such Code is amended by adding at the end the following new subparagraph: (C) Property For purposes of subparagraph (A), the term property may include all or any of the assets held for the development, operation, or maintenance of a building.. (3) Exercise of right of first refusal and purchase options Subparagraph (A) of section 42(i)(7) of such Code, as amended by subsection (a) and paragraph (1)(A), is amended by adding at the end the following: For purposes of determining whether an option, including a right of first refusal, to purchase property or all of the partnership interests holding (directly or indirectly) such property is described in the preceding sentence— (i) such option or right of first refusal shall be exercisable with or without the approval of any owner of the project (including any partner, member, or affiliated organization of such an owner), and (ii) a right of first refusal shall be exercisable in response to any offer to purchase the property or all of the partnership interests, including an offer by a related party.. (c) Other conforming amendment Subparagraph (B) of section 42(i)(7) of the Internal Revenue Code of 1986, as amended by subsection (b), is amended by striking the sum of and all that follows through application of clause (ii). and inserting the following: the principal amount of outstanding indebtedness secured by the building (other than indebtedness incurred within the 5-year period ending on the date of the sale to the tenants).. (d) Effective dates (1) Modification of right of first refusal The amendments made by subsections (a) and (c) shall apply to agreements entered into or amended after the date of the enactment of this Act. (2) Clarification The amendments made by subsection (b) shall apply to agreements among the owners of the project (including partners, members, and their affiliated organizations) and persons described in section 42(i)(7)(A) of the Internal Revenue Code of 1986 entered into before, on, or after the date of the enactment of this Act. (3) No effect on agreements None of the amendments made by this section is intended to supersede express language in any agreement with respect to the terms of a right of first refusal or option permitted by section 42(i)(7) of the Internal Revenue Code of 1986 in effect on the date of the enactment of this Act.