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Help with LLC Partnership Class A Membership Interests!

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    Help with LLC Partnership Class A Membership Interests!

    Hi All,
    I am after some help regarding a client of mine. I have limited experience in LLC Partnerships, and I am hoping that someone can point me in the right direction. Below are the circumstances.
    My client is a Veterinarian and in 2013 & 2014 was working in a large local Veterinary Practice. In 2014 he invested $20,000 into the practice and became a partner.
    In 2014 this practice was purchased by a Global LLC for $1.15 Billion and in November 2015 he sold his interest / shares in the practice and received proceeds of $243,000.
    He elected to participate in re-investment membership interest equity appreciation.
    He was awarded 14,780 of Class A Membership Interests. He did not pay anything or does not remember paying anything for these Class A Membership Interests.
    In November 2020, the Global LLC started a Redemption of 12,565 of the Class A Membership Interests and my client received just under $192,000 from the Redemption of these Class A Membership Interests.
    My questions are-
    As stated, I have limited experience with Partnerships, but I am assuming the Class A Membership Interests are like shares in the Partnership. Is this correct?
    I am also assuming that given that my client did not pay or does not remember paying anything for them it makes the total amount taxable without any basis in the Interests?
    I also assume given the circumstances it would be a capital gain?
    He has not kept a record of his basis in the Partnership, if he had would this offset the taxable amount?
    I do not know if the Partner Capital Account Analysis would help on his K1?
    Any other help or suggestions would be most welcome!
    Thank you in advance and I hope the above makes sense!


    #2
    Start by reading the buy/sell agreements for his original partnership interest and also for the newer membership interest. And have all his Forms K-1 from the first year he was any type of partner. Look for the definition of his "re-investment membership interest equity appreciation" in his paperwork. Was he your client from 2013 on? Or is he a new client? (If new, why did he leave his last preparer?) This does not sound like a May project. Extension!
    Last edited by Lion; 05-07-2021, 01:28 PM.

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      #3
      Lion pointed you in the right direction. I would not assume that the Class A Membership does not have any basis. They would not be giving it away for free. Perhaps that was in addition to the cash buyout. So there has to be a formula to figure out what his interest was. Generally when a large corporation buys someones interest they pay a portion in cash and the rest in shares.
      Taxes after all are the dues that we pay for the privileges of membership in an organized society. - FDR

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