Multi member LLC to single member LLC

[Gretel]

Owner sells entire interest in LLC to other owner. The partnership terminates.
The selling partner must treat the transaction as the sale
of a partnership interest, and must report gain or loss, if any, resulting
from the sales of a partnership interest. For tax treatment
of the purchasing partner, the partnership is deemed to have
made a liquidating distribution of all of its assets to the partners,
and following the distribution, the purchasing partner is treated
as acquiring the assets deemed to have been distributed to the
selling partner. TTB pg. SB4-14

I don't really know how to start asking my questions.

If one member (50%) just runs away with one piece of equipment and doesn't get any cash (company neither has hot assets nor liabilities), the FMV is deemed to be the sales price of his partnership interest to the remaining partner? Book value $2,400, FMV $3,000. I am fine with the reporting for the selling partner.

Remaining fixed assets book value $2,018 + $2,000 cash.

Are 50% of the remaining assets deemed to be purchased for $1,000 (3,000-2,000)?

So his total basis in the remaining assets would be 1,000+1,009=2,009?

I am so terribly confused. Any help is appreciated. By the way I read previous posts and also other materials. Maybe I am hopeless.

[S T]

Not hopeless

Hi Gabriele,

I don't have the answers to your post, but you are certainly not hopeless in trying to figure out what transactions our clients present us with. You are just trying to do the right thing and report correctly and sometimes the rules and regulations are terribly confusing.

I have posted many questions on confusion for LLC and partnership and S corps for that matter.

So hopefully someone will post an answer that will assist you.
Sandy

[Gretel]

Thank you

for your moral support Sandy. I know you have struggled through this. I hope someone will put me on the right track.