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    GP to LLC

    Client was a GP in a partnership where her partner insists on preparing the 1065. No, I don't like this. Mid year, the entity changed to an LLC taxed as a partnership. The partner/member prepared two returns, one as a GP ending on 6/30/11, and one for the LLC from 7/1/11-12/31/11. Assets the GP held were treated as disposed of on the GP return, and then reported as contributed on the LLC return at the new basis. There is a new EIN, so the two returns (I guess) are necessary, but my first thought is the assets were distributed to the partners and then recontributed to the LLC, so there should not be any gain or loss. My P'ship tax is rusty though, and of course, my client needs the return for a refi.

    And then there is the issue of partner basis: I'm sure my client has sufficient basis to continue to take the losses, since she is the 'money partner', but I have no idea of any tracking of basis and, of course, the capital account sections of the K-1 is blank, and no basis worksheet have been included.

    So my question is just, does this seem even slightly correct?

    #2
    There was one

    partnership return required. And a new ein was not required.

    See page 20-14 in TTB.

    Comment


      #3
      Hi Joan - I agree with veritas. It's just a name change as far as IRS is concerned. See Section 708.

      Comment


        #4
        Thought so.

        Ugh. So how to unravel this mess?

        Comment


          #5
          What should have happened: The "name change" box should have been checked and that's all.

          Depending on what else was reported under the new EIN, you might be able to just amend the new EIN entity return as a first and final with zero activity to close it out.

          Then, you might be able to report the entire year's activity under the old EIN with the "name change" box checked - like the new EIN entity never happened.

          But - I don't know what happened under the new EIN - Payroll? 1099 forms? State tax issues?

          Comment


            #6
            DIY Partner

            Tell this Do-it-yourself partner to straighten out her own mess. As an LLC is disregarded, it should have been transparent to the IRS that the LLC was even created.

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              #7
              No 1099s or payroll, but there probably was sales tax paid.

              I wanted to do the returns from the start (and the money partner wants to keep the books; she has the time and mindset to do so), but the working partner has a bit of control issues. This is more complicated by the fact that the biz is in LA and we (my client and I) are up in Sacramento.

              Comment


                #8
                bump on this one

                Anyone? I'm tempted to just do and be ****ed. Of course if we make the other partner fix this mess up, maybe she will realize that TT is not her friend with a p'ship return.

                Comment


                  #9
                  Mess

                  Sounds like the job of correcting this mess will cost about $2500 payable up front.
                  I would put a favorite quote in here, but it would get me banned from the board.

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