Skip to main content
June 6, 2019
Solved

Buyout results in negative ending partner capital

  • June 6, 2019
  • 2 replies
  • 0 views

I bought out my partner shares in a LLC partnership. I paid him $90,000, while his ending capital was only $60,000.

This results in a negative ending capital of $30,000 on K1 line L.

How do I zero his ending capital account?

Where would my partner enter his profit of $30,000?

Thanks

Best answer by Rick19744

Your partner determines his gain completely separate from the LLC.

From your facts, it appears that you are going from a two member LLC to a single member LLC.  If this is correct, take a look at IRS Revenue Ruling 99-6.  You are situation 1 if my assumption is correct.

https://www.irs.gov/pub/irs-drop/rr-99-6.pdf

What's happened here is that you paid more for his LLC units than what his inside basis (capital account) is.  Essentially you paid some goodwill.

Let me know whether my assumption is correct.  I will then provide some additional guidance.

2 replies

Rick19744
Rick19744Answer
Employee
June 6, 2019

Your partner determines his gain completely separate from the LLC.

From your facts, it appears that you are going from a two member LLC to a single member LLC.  If this is correct, take a look at IRS Revenue Ruling 99-6.  You are situation 1 if my assumption is correct.

https://www.irs.gov/pub/irs-drop/rr-99-6.pdf

What's happened here is that you paid more for his LLC units than what his inside basis (capital account) is.  Essentially you paid some goodwill.

Let me know whether my assumption is correct.  I will then provide some additional guidance.

*A reminder that posts in a forum such as this do not constitute tax advice.Also keep in mind the date of replies, as tax law changes.
shimon1Author
June 6, 2019
No, this LLC is going from 3 partners to 2 partners. I don't know how to zero his capital account in order to avoid next year problems.
Thanks
Rick19744
Employee
June 6, 2019

Ok.  We are ready to go.  Partnership tax is complicated and this type of a forum is not really the best to handle this type of issue, but I will provide some general advice and comments.  You have a fair amount invested and it may be in your best interest to meet with a tax profession so you can have a one on one discussion here.

  • The first thing you need to do is reverse the $90,000 adjustment you noted in one of your responses.  This is completely incorrect.  
  • As a member in an LLC, you need to be maintaining a basis schedule of your investment.  Attached is some commentary from the IRS on how to maintain your basis schedule https://www.irs.gov/instructions/i1065sk1/ch01.html
  • The $90,000 you paid your partner will be added to your basis schedule; this is your outside basis (tax basis).
  • Since it appears that you may have paid your partner some goodwill, you will need to determine if the LLC should make what is known as a Section 754 election (step-up).  This can be complicated and beyond the scope of this forum, but it essentially is a worksheet that compares the tax basis of what you purchased  to the FMV (your purchase price).  The difference will become your step-up. Why this is difficult is because you technically bought an additional interest in each item of the LLC.  You can group it, but it will still take some work.
  • The reason this is important is that if you did pay more for the interest, by making the Section 754 election at the LLC level, the LLC will be able to specifically allocate additional depreciation or amortization (goodwill) to you as a result of this "step-up".
  • The LLC should put this step-up on the asset detail, depreciate or amortize it and as noted previously specifically allocate this to you each year.  This will be separately stated on your K-1 line 13W noted as "Section 754" deduction.
  • If a Section 754 election is made at the LLC level, you will then need to attach a Section 743 statement to your personal tax return.  This schedule will detail to the IRS how the step-up was determined.
  • The capital accounts on your books and records of the LLC are "inside basis" figures.  To eliminate the other member's capital you will just reallocate his capital account to the remaining member's in proportion to their new ownership.  
  • Your former partner, who should have also been maintaining a basis schedule. will update his basis schedule for the final K-1.  He will then compare the amount you paid him to the basis schedule and determine his gain.
  • This will also add some complexity.  Since he technically sold his share of all partnership items, some of the gain could be recharacterized as ordinary.  This would be the result of his share of what is called "hot assets".  One such item is his share of depreciation recapture.  The LLC will need to provide some assistance to him in this area.

*A reminder that posts in a forum such as this do not constitute tax advice.Also keep in mind the date of replies, as tax law changes.
shimon1Author
June 6, 2019
WOW this is unbelievable. I don’t think that Section 754 applies here, since the difference between the 90K and the 60K is mostly due to accumulated depreciation over the last 15 years. I only paid $3,000 over the original purchase price of 15 years ago.
Assuming that I don’t need to file a step up Section 754, how can I resolve the following, using TurboTax:
1) How do I increase my capital account by $90,000
2) How do I zero my partner negative ending capital of $30,000