Transfers through a qualified matching services—a computerized or printed listing system listing bid and/or ask quotes in order to match sellers with buyers–will be disregarded in determining whether partnership interests are readily tradable.
- Matching must occur either by matching the list of interested buyers with the list of interested sellers, or through a bid and ask process that allows interested buyers to bid on the listed interest.
- Sellers cannot enter into binding agreements to sell their interests sooner than 15 days after the information regarding their offers is made available to potential buyers.
- The closing of the sale effected by the matching service may occur sooner than 45 days after the information regarding the offer for sale is made available to potential buyers.
- The matching service must display only quotes that do not commit any person to buy or sell a partnership interest at the quoted price, or quotes expressing interest in a partnership interest without an accompanying price. It may not display quotes in which any person is committed to buy or sell an interest at the quoted price.
- The seller partner’s information must be removed from the matching service within 120 days after it is made available to potential buyers. Following removal, no further offers to sell an interest in the partnership may be entered by that seller for 60 days.
- No more than 10 percent of the total interests in partnership capital or profits may, in aggregate, by transferred through matching services each year.
Treas. Reg. §1.7704-1(g)