Tax implications of liquidating


23-Sep-2020 17:39

If the partnership’s inventory is appreciated, that partner will have ordinary income on a sale but not upon liquidation.(In the case of “substantially appreciated” partnership inventory, the departing partner will have ordinary income regardless of whether the transaction is a sale or liquidation.) Furthermore, whereas the remaining partners will receive a cost basis for the departing partner’s share of the inventory if the transaction is a liquidation, the remaining partners in the case of a transaction structured as a sale will be able to increase their basis only if a Section 754 election is in effect.In that case, the corporation pays you liquidating distribution.The difference between the amount of the distribution and your basis in the shares is usually a capital gain or loss.

tax implications of liquidating-88

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In many cases, structuring a partner’s withdrawal as a liquidation will provide more favorable tax treatment than if it is structured as a sale to the remaining partners.In a liquidation, moreover, payments for unstated goodwill will generate ordinary income to the departing partner and ordinary deductions for the remaining partners.



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