Purchase / sale of LLC

Technical topics regarding tax preparation.
#1
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Having a total brain spaz on the purchase and sale treatment of LLC interests.
I have one client that bought out 50% of his LLC taxed as a 1065.
I also have one client that sold their 1065 LLC, 2 partners sold to 2 new partners.

Neither entity really had any assets to sell, for our purposes.
I feel like the sale of an LLC interest would be ordinary income to the seller, and the purchase of goodwill, to be depreciated over 15 years, by the buyer?

I have seen LLC sales accounted for as LTCG by other preparers, but I do not believe that to be the correct tax treatment.
 

#2
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All the buyer purchased is goodwill? Nothing else? Not trying to nitpick, but should be careful when referring to goodwill, as it is an asset (I assume you meant tangible assets/RP, but should be careful here on the wording to clients).

What line of business were the partnerships in? This will give others (not me, because I have minimal experience with partnerships) an idea of the likely traps (recapture, hot assets, etc.).

I think the treatment depends on specifics and don't think it's accurate to say that LTCG is the incorrect treatment.

If you work with partnerships a decent amount, I would recommend "Logic of Subchapter K".
 

#3
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One is a personal services studio(similar to yoga), but the buyers in essence only received the name/book of business.
It is not even operating out of the same location. No real assets besides mats and foam blocks, etc.

The other was an Amazon reseller, with no year end inventory balance, no receivables. One partner just wanted out.
 

#4
lckent  
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Generally the sale of an interest in a partnership is capital gain unless there are Sec 751 hot assets. Since partnerships no longer automatically terminate upon sale of 50%, I think the yoga partnership will need to make an election under Sec 754 to be able to amortize any goodwill or get basis step up in any other assets.

The Amazon partnership will terminate when it has only one member. Other member's purchase price should be allocated to whatever assets existed at time of purchase.
CPA, Retired
 


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