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Partial Interest Disposition Calculator

Partial sales discount for lack of control and marketability.

$
%
%
%
$

Net sale value

$3,400,000

Pro rata (pre-discount)

$5,000,000

Total discount applied

0.3%

How the math works

Pro rata = asset × interest %. Combined discount = 1 − (1 − LoC)(1 − LoM). Net = pro rata × (1 − combined).

$5M pro rata. Combined 32% discount. Net $3.4M — significant markdown vs pro rata reflecting illiquidity and control.

How to Use

  1. Enter underlying asset value.
  2. Enter interest %.
  3. Enter lack of control discount %.
  4. Enter lack of marketability discount %.
  5. Enter tax basis in interest.
  6. Read net sale value.

Frequently Asked Questions

Why discounts?

Minority stakes (< 50%) can't force decisions — lack of control discount 10-25%. Private/illiquid interests can't sell on exchange — lack of marketability discount 15-35%. Combined: 30-50% discount vs pro-rata share of underlying value. IRS accepts for estate/gift; litigated for income tax.

Sale venues?

General partner/sponsor preemptive buy. Other LPs via right of first refusal. Secondary market (institutional LP buyers). Private equity secondary funds. Family/estate planning transactions. Each market different pricing and timing.

Tax treatment?

Long-term capital gain treatment if held > 1 year. Basis proportionate to interest sold. Sec 754 election lets partnership adjust inside basis. Complex for partnerships with depreciation recapture; simpler for single-asset LLCs.

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