Does it seem time to split things up and let each owner go his or her own way with a share of the LLC’s property?
If so, it may be time to dissolve and liquidate the company and distribute its assets to its owners.
All good things eventually come to an end, and partnerships are usually no different.
Perhaps the business is not performing well, but even if it is, the partners may need to liquidate the investment or just want to go their separate ways.
Lets continue our example from Part 1 of the partnership started by Jerry, Tom, and Billy.
Are there third parties whose consents to dissolution, liquidation or the transfer of particular assets will be required? When assets are distributed by a partnership to its partners, a partner must recognize taxable gain for income tax purposes only to the extent that any money distributed exceeds the partner’s adjusted basis in his or her partnership interest immediately before the distribution.This section shall not apply to the extent otherwise provided by section 736 (relating to payments to a retiring partner or a deceased partner’s successor in interest), section 751 (relating to unrealized receivables and inventory items), and section 737 (relating to recognition of precontribution gain in case of certain distributions). More limitations on accuracy are described at the GPO site.gain shall not be recognized to such partner, except to the extent that any money distributed exceeds the adjusted basis of such partner’s interest in the partnership immediately before the distribution, and loss shall not be recognized to such partner, except that upon a distribution in liquidation of a partner’s interest in a partnership where no property other than that described in subparagraph (A) or (B) is distributed to such partner, loss shall be recognized to the extent of the excess of the adjusted basis of such partner’s interest in the partnership over the sum of— except to the extent provided in regulations prescribed by the Secretary, any interest in a precious metal which, as of the date of the distribution, is actively traded (within the meaning of section 1092(d)(1)) unless such metal was produced, used, or held in the active conduct of a trade or business by the partnership, except as otherwise provided in regulations prescribed by the Secretary, interests in any entity if substantially all of the assets of such entity consist (directly or indirectly) of marketable securities, money, or both, and to the extent provided in regulations prescribed by the Secretary, any interest in an entity not described in clause (v) but only to the extent of the value of such interest which is attributable to marketable securities, money, or both. the security was contributed to the partnership by such partner, except to the extent that the value of the distributed security is attributable to marketable securities or money contributed (directly or indirectly) to the entity to which the distributed security relates, such partner’s distributive share of the net gain which would be recognized if all of the marketable securities of the same class and issuer as the distributed securities held by the partnership were sold (immediately before the transaction to which the distribution relates) by the partnership for fair market value, over such partner’s distributive share of the net gain which is attributable to the marketable securities of the same class and issuer as the distributed securities held by the partnership immediately after the transaction, determined by using the same fair market value as used under clause (i). If a certain amount of money is owed for the asset, the partnership may assume liability.