TaxMonkey
Level 8
08-31-2023
01:10 PM
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The 754 election and 743 adjustments are not applicable for SMLLCs.
Per Rev Ruling 99-6 when one partner of a MMLLC purchases all of the interest in the LLC it is a deemed liquadating distribution to all of the members followed by an asset purchase.
In your situation you will have 50% of the assets based on the carry over basis of the LLC and 50% of the assets based on the purchase of the assets from the other partner.
The partner's K-1s will report the liquidating distribution, but nothing regarding the sale. Although it would be helpful for the selling partner to include information regarding the adjusted basis and prior depreciation as a note on the K-1 so they can properly report the sale of assets.