What to Expect when Dissolving a Partnership.
As you consider winding down your partnership, here’s a concise overview of what you might expect under three typical scenarios of partnership dissolution.
Scenario 1: One Partner Buys Out the Others
If one partner buys out the others and continues the business, the exiting partners will likely recognize a capital gain or loss on the sale of their partnership interests. For the remaining partner, the assets acquired become the basis for their new business structure, whether that continues as a sole proprietorship or a different entity form.
Scenario 2: Partnership Liquidation with Asset Sale
Should the partnership decide to liquidate by selling all assets and distributing cash, each partner must report their share of any gains or losses passed through on Schedule K-1. It’s essential to consider how these gains might be taxed, whether as long-term capital gains or ordinary income, depending on the asset type and the depreciation recapture rules.
Scenario 3: Partnership Distributes All Assets to Partners
The most complex scenario involves the partnership distributing all assets directly to the partners. This approach can lead to varied tax outcomes based on the type of assets distributed and each partner’s basis in the partnership. Gains may arise if the distribution includes “hot assets” such as appreciated inventory or receivables.
General Considerations
Tax forms. Regardless of the scenario, you must file a final partnership tax return (IRS Form 1065) and issue a final Schedule K-1 to each partner.
State taxes. Be aware of any state tax obligations that might arise from these transactions.
Passive losses. When you liquidate the partnership, any suspended passive losses may become deductible.
Next Steps
Given the complexity of these scenarios, especially with variations in asset distribution and individual partner circumstances, we strongly advise consulting with a tax professional. They can provide a detailed analysis tailored to your situation to ensure you manage the dissolution process as efficiently as possible while minimizing your tax liabilities.
