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General partnership - what a mess.

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    General partnership - what a mess.

    General partner A and General partner B (each 50%) since end of 2005. My office provided bookkeeping and payroll for 40-50 employees all during 2006 and through May 2007. 2006 large profit - each partner profit approx 150,000 including guaranteed payments.

    Partner A who is professional sold her 50% to Partner B on March 1, 2007 because B's ethics and way of operating the business did not meet A's standards for the business. A and B properly documented the sale of A's interest in the partnership.

    In June, B comes in for an appointment to verify some missing info charged by B on the bank debit card. We just needed to know where to deduct the missing info. B got very defensive and got her new boy friend involved, who told us B could take her business elsewhere if we had to know everything. I spent about 10 minutes remaining calm and trying to explain that the partnership return could be complete with just a few pieces of missing info. The boy friend was very hustle, even on a later phone call when I called partner B. I ask B if her boy friend spoke for her when he said they need to take their business elsewhere. B said that he was her new partner.

    So B was told by me to come pick up the payroll and if we were being dismissed, that we would have all her reports and y-t-d payroll done for their new accountant. When B got here she acted like she had no idea that she was picking up everything. We have a sheet for such situations where a exiting client checks off and signs for each item or box of items, reports,etc. so we have proof that all was returned to a client. Their account was required to be prepaid because earlier that yr. their cash flow started dipping. So they owed us nothing.

    Another accounting firm in another town contacted me the next week and requested a backup of their data. I have a good relationship with this firm -so they sent someone to backup the data. Later I learn that they only did one week of payroll and B did not like them either.

    Now partner A calls in July and wonders where her K-1 is. B will not return her calls. So we have no idea if B has had the 1065 prepared. Ptr A says that B had once said to A that she never filed taxes anyway - why keep records? (Now I know why B got out)

    Since Ptr A was a 50% general partner through March 1, 2007 doesn't she have the responsibility to make sure the return is filed if B has not been responsible. A can be 100% liable for filing. Ptr A wants to do the right thing.
    She has asked me to file the 2006 return ( I will have to make some assumptions on the missing info) I also need to file the 2007 as of March 1, 2007 because that will be ptr A's final k-1. She says she will pay my fee.
    My intention is to have General Partner A sign a POA so I can call IRS and inquire if the 1065 has been filed.
    I am sorry this is such a long post but I wanted to include all details. Hopefully my thoughts aren't so scambled that my words make no sense.

    I know you all have opinions on this. Let me have them. Thanks.

    Jeannie

    #2
    If I understood correctly

    Partner A sold her 50% interest to Partner B who already owned 50%? If so the partnership terminated 3-1-07. A final partnership return should be filed for that period.

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      #3
      Right, which is my intention to do... unless I get advice here that tells me otherwise.

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        #4
        I would let your

        client make the assumptions. Then complete the return.

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          #5
          Thanks, but do you see any

          problem with conflict of interest later with the other partner B? The only assumptions to be made have to do with Ptr B's removal of unknown expenses that we will likely assume are personal draws against B's investment.

          I do not think I have a conflict of interest here to prepare the returns as directed by Ptr A.
          I guess I just need some reassurance.
          Ptr A is a sane responsibile individual. But, Ptr B is a pita and more.

          Jeannie

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