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March 7, 2023
Question

Partnership redeems partner's interest - now a single-member LLC - how to show on final 1065

  • March 7, 2023
  • 1 reply
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Partnership with 2 partners redeemed 1 of the partner's entire interest. Now as a single-member LLC it can't continue business as a partnership but the remaining owner will still operate the business. 

 

How do I show the liquidating distribution and change to a single-member LLC on the final partnership return?

    1 reply

    March 7, 2023

    if the first partner's account was redeemed for more than the tax basis you have a complicated situation that you should use a tax pro. certain corrective allocations likely are required. if other than cash was contributed to the partnership and is distributed another tax issue arises. if not then the redemption should result in that one's capital account being zero.  then you would indicate that you got  a cash distribution of X and property distribution of Y.

    box 19c of k-1 instructions'

    Other property. Code C shows the partnership's
    adjusted basis of property other than money immediately before the
    property was distributed to you. In addition, the partnership should
    report the adjusted basis and FMV of each property distributed.
    Decrease the adjusted basis of your interest in the partnership by
    the amount of your basis in the distributed property. Your basis in
    the distributed property (other than in liquidation of your interest) is
    the smaller of:
    • The partnership's adjusted basis immediately before the distribution, or
    • The adjusted basis of your partnership interest reduced by any cash distributed in the same transaction.
    If you received the property in liquidation of your interest, your basis in the distributed property is equal to the adjusted basis of your partnership interest reduced by any cash distributed in the same transaction.
    If you receive cash or property in exchange for any part of a partnership interest, the amount of the distribution attributable to your share of the partnership's unrealized receivable or inventory items results in ordinary income (see Regulations section 1.751-1(a) and Sale or Exchange of Partnership Interest, earlier).