You need to consult with a tax profession for a one on one.
You may not owe any tax on the liquidation, but you have to run the numbers.
A partnership is a hybrid of aggregate theory and entity theory. The liquidating distributions are the aggregate theory camp.
Depending on the member tax basis and the assets being liquidated, there is a good chance of no gain and no tax, but as noted above, you have to run the numbers based on the steps provided in the regulations.
*A reminder that posts in a forum such as this do not constitute tax advice.
Also keep in mind the date of replies, as tax law changes.
