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All partners wish to terminate, no cash is available for distribution to partners.Turbotax Business shows the property as a net section 1231 loss on each of the 3 partners K1's, although the full basis, adjusted for depreciation, should transfer to me for recording on my 1040.The inside basis is the partnership's tax basis in the individual assets.

An assets-over merger occurs when a terminating entity contributes all of its assets and liabilities to the continuing entity in exchange for interests in the continuing entity, and the terminating entity then distributes those interests to its members in complete liquidation.

In general, you will not recognize a loss on a liquidating distribution UNLESS the distribution consists of ONLY cash, inventory and unrealized receivables (know as hot assets).

Distributions of property, other than what was noted above, will take a "substituted basis".

Because states do not provide for statutory divisions, all divisions of partnerships and LLCs occur through asset transfers.

Both partnerships and LLCs can be partnerships for tax purposes, so this article refers to them collectively as tax partnerships.




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