The value of the liquidating distribution is equal to the amount received by the withdrawing partner plus any extinguished apportioned debt.However, where the sale of a partnership interest is allowable, the interest can be sold in whole or in part at a profit or a loss.If you sold your partnership interest for ,000, you would recognize a gain of ,000, whereas your partner, if she sold at the same price, would recognize no gain.There are 2 types of distributions: a current distribution decreases the partner's capital account without terminating it, whereas a liquidating distribution pays the entire capital account to the partner, thereby eliminating the partner's equity interest in the partnership.When a partner contributes property to the partnership, the partnership's basis in the contributed property is equal to its fair market value ( You contribute land to a partnership with a tax basis of ,000 and a FMV of ,000. Since the FMV of the land is also ,000, you each have equal equity in the partnership, and the total inside basis of the partnership is equal to 0,000, your combined contributions.However, your outside basis differs from your partner's, since your outside basis is ,000, while that of your partner's is ,000.If the stock is a capital asset in the shareholder’s hands, the transaction qualifies for capital gain or loss treatment.
As a result, the tax consequences of a subsequent sale of the assets by the shareholder should be minimal. The corporation is treated as selling the distributed assets for FMV to its shareholders, with the resulting corporate-level tax consequences.When a partnership interest is sold, gain or loss is determined by the amount of the sale minus the partner's interest, which is often referred to as the partner's outside basis.However, because some of the partnership's taxable items flow through to the partner, part of the gain or loss may be due to specific items that are taxed as ordinary income or loss. When a third-party buys a partnership interest, the buyer generally assumes the selling partner's share of indebtedness of the partnership, and thus, is added on to the sale price.Many partnership agreements require that a partner who wishes to dispose of his interest in the partnership do so by surrendering it to the partnership in exchange for a liquidating distribution.Many partnership agreements do not allow the unrestricted sale to the public since the remaining partners do not want to be forced to accept anyone who may not be desirable for the business, who may not have the requisite skills, or who may not get along with the other partners.