Terminating and liquidating a non qualified plan
704(c)(1)(B)); (3) the distribution is within seven years after a contribution of appreciated property (see Sec. He has never contributed property other than cash to the LLC.
737); or (4) the distribution is part of a disguised sale (see Sec. A loss may be recognized upon a distribution in liquidation of a member's interest if no property other than cash, unrealized receivables, and inventory is received. Nontaxable liquidating distribution of cash and property: Z LLC is liquidating. To liquidate his interest, Z distributes to R ,000 cash plus real property with a ,000 FMV.
Upon complete liquidation of a limited liability company (LLC) classified as a partnership, a distributee member generally does not recognize gain unless the cash and the fair market value (FMV) of marketable securities distributed exceed the outside basis in his or her LLC interest (Secs. (Note that this column addresses the complete liquidation of an LLC as opposed to liquidation payments made to a retiring member or a deceased member's successor in interest.) Likewise, no gain or loss is recognized by the LLC on a liquidating distribution (Sec. These general rules regarding gain or loss on liquidation are a major reason for formation as an LLC rather than as a corporation.
While both entities provide owners with protection from liability, a corporation and its shareholders generally must both recognize gain or loss on liquidation. 731(a)(1) when a member receives marketable securities that are treated as money in excess of the member's basis in his or her LLC interest (see Sec. In addition, gain may be recognized if (1) distributions of Sec.
The suspended PAL is allowed without limitation if the member disposes of substantially all of the passive activity (or his or her interest in the activity) in a taxable disposition to an unrelated third party (Sec. Accordingly, if a member receives only cash in complete liquidation of his or her LLC interest, it appears any suspended PALs generated by the LLC's activities should be fully deductible in the year of the liquidating basis from the same activity (Sec. Any losses suspended because of lack of basis under Sec.Converting capital loss on a liquidating distribution to ordinary loss: J, A, and B are equal members in BC LLC, which owns several small commercial buildings in White Fish, Mont.J has decided to leave the LLC, and A and B have agreed that the FMV of his interest is 0,000.1231 The liquidation of an LLC may have a number of legal implications.Under state law, there may be questions regarding who remains liable for LLC liabilities distributed to members, required notifications to creditors of the LLC's intent to liquidate, required changes in legal title to distributed assets, required notification to the state of the LLC's intent to liquidate, compliance with applicable bulk sales acts (if the LLC's assets are to be sold prior to liquidation), etc.