Change in ownership of shares without payment

[emy]

I was made 50% owner of my husband's pre-existing parternship LLC this year. It wasn't an exchange or a sale because I didn't buy the shares but it was a strategic decision because of my relevant skill set and he was overworked.

We now both receive guaranteed payments.

When filling out our K-1s, do I still tick line J: "Check if decrease is due to sale or exchange of partnership interest" and are there any other items I need to keep in mind? 

Thanks!

[Carl]

A partnership/multi-member LLC *must* have at least two members. So if all but one members relinquish their membership in any way, that dissolves the partnership entirely. So both of you will receive a "final" K-1 from the partnership.

Exactly how this gets handled more precisely, depends on what the parnership does and what assets (if any) the partnership has. Things that matter here is stuff like inventory, assets, and vehicle use (if any claimed) inside the partnership.

[Anonymous_]

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@Carl wrote:

A partnership/multi-member LLC *must* have at least two members.

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It appears as if the LLC still has two (or more) members and that @emy was given a 50% interest. 

@Rick19744 

[Rick19744]

Some thoughts:

• We really have limited facts, but my interpretation of the facts, is it appears to have been a multi-member LLC taxed as a partnership.
• What wasn't discussed is whether one of the other members left or if @emy was just added; so the LLC ownership increased by one member
• Bullet two would be good to understand as there are numerous potential tax implications:
  • built-in gains
  • Section 704(c) issues
  • these issues depend on what type of assets the LLC holds
  • Also, what method of accounting is the LLC
• @emy has received a "profits interest" in the LLC 
• While there are still unknown facts, most of which are beyond the scope of dealing with in a forum such as this, if @emy was added and no change in any other member, then I would not check the box on line J of the Schedule K-1.  If you do, then the IRS will be looking for a form 8308 which is applicable in most scenarios.

[emy]

Thanks for your answer, yes the company went from a single-member LLC to a multi-member LLC taxed as a partnership (no one left the company, I just joined). 

The partnership uses cash accounting method and is an extremely simple set-up. The only purpose of the LLC is to hold our shares of another partnership (in which we're active partners) and for us in order for us to receive our guaranteed payments.

[emy]

Yes, that is correct 🙂