(buy) an asset between a hypothetical willing buyer and hypothetical willing seller, both acting in their own best interest and with reasonable knowledge of the relevant facts when neither is acting under compulsion. Example Consider the following scenario: A father wishes to transfer $1,000,000 to his son. If the father hands the son the amount in cash, the father will have to pay gift tax on the full amount, as that is the fair market value of the property given. One million dollars is worth exactly one million dollars. Consider this second scenario: The father creates a FLP with himself the General Partner holding a 50% interest and also holds the Limited Partner interest of 50%. He contributes the $1,000,000 in cash, and then gives his son the 50% Limited Partner interest. The fair market value is not 50% of the $1,000,000 although at first it might seem this is the case. A hypothetical willing buyer of the 50% LP interest would not be willing to pay $500,000. This is due to the lack of control and lack of marketability. Someone getting $500,000 cash can do with it as they please. Someone with a partnership interest worth $500,000, but that can't be collected until the GP declares a distribution (which may be many years away) is not as desirable, and a hypothetical and savvy buyer would factor this into their calculation of what they are willing to pay. Similarly, this asset cannot be sold or converted, and as a result, is less desirable than an equivalent amount of cash or marketable assets. If an appraisal firm is engaged and values the 50% LP interest at $400,000, reflecting appropriate discounts for lack of control and lack of marketability in compliance with IRS regulations, the grantor (the father) has only to pay gift tax on $400,000, saving his marginal tax rate times $100,000 ($500,000 cash value minus $400,000 fair market value). This savings would be reduced by any expenses incurred to establish the FLP (attorney and accountant fees) and also by the expenses incurred to hire a qualified appraiser to determine appropriate discounts for lack of control and lack of marketability. Legality It is important to note that while FLPs are completely legal, deliberately engaging in any practice the IRS deems to be specifically undertaken to evade paying taxes is illegal. Determination of the fair market value must be performed by a