Sale of partnership - on Form 1065 or on 1040 Form 4797/Sch D

[gparch1]

Client sold 1065 LLC partnership to another person in 2023 who was not a partner.  Both partners sold their share of the partnership.   Is the sale of the partnership reported as a capital gain on on the Form 1065 filing, or is it reported as a sale of the partnership and recorded on Schedule D for Form 1040?  This was not an installment sale but a sale for cash paid completely in 2023.

There were no assets other than goodwill, and there was no inventory or receivables.   The sale of the partners' interests terminated their partnership.  I  Since there were no receivables or inventory involved in the sale, it seems that Form 8308 is not required.

[sjrcpa]

Who was the seller?

Did the Partnership sell its assets?

Or did each partner sell their partnership interest?

[gparch1]

The sellers were the two partners.  They sold their partnership interests.  There were no assets other than goodwill.

[sjrcpa]

The partners report the sale on their tax returns.