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Transferring a rental property from one LLC to another LLC

So I have a rental property that transferred from one of my LLC in 2020 to a new one in 2020.  The amount the property was sold to the new one was "$500".  When I enter that for the first LLC is shows up as a huge loss (It was a $70,000 property), but when I put that in the new LLC it shows up as a $400 house and $100 land!  Is that right?

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Transferring a rental property from one LLC to another LLC

As is normally the case, partnership tax issues are complex regardless of the size of the transaction.

What you actually have here is a division of an LLC (under Section 708) with rules that determine which LLC is the continuing and which is the divided.  

So here are my thoughts:

  • For the old LLC, for the property that was transferred to the new LLC, just show this as a sale with no gain or loss.  This will technically be treated as an assets over transaction.
  • For the new LLC, the property that was "divided" / transferred, this property will take the same basis and depreciation period as the old; essentially stepping into the shoes type transaction.
  • There are reporting requirements for each LLC.
  • Due to the specific reporting requirements, I would suggest you consult with a tax professional to make sure that the reporting is correct.  This may require filing an extension and possibly done post April 15th.  However, keep in mind, that the partnership returns are due 3/15 so an extension for these returns will need to be done as well, however, no tax due.
  • If you want to try and tackle this on your own, Google partnership division.
  • Also keep in mind, that since there are specific reporting requirements for each LLC, you will most likely need to paper file both partnership returns since you will not be able to attach the appropriate attachments within TT Business.
*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.

View solution in original post

12 Replies
Carl
Level 15

Transferring a rental property from one LLC to another LLC

Are both the buyer and seller LLC a multi-member LLC? What's the structure of each? Maybe for tax purposes, only one or neither is an LLC, but an S-Corp or C-Corp?

I ask for clarification, because a single-member LLC reports income/expenses on SCH C, while rental property owned by a single member LLC is *NOT* reported on the SCH C. It's reported on SCH E with *no* exceptions. Am I also correct in assuming this is residential rental real estate, and not business rental real estate?

Was the sale recorded as such in county records? Or did you do the wrong thing by reporting it as a sale on taxes, while it was just a transfer of ownership on the county property records?

 

Transferring a rental property from one LLC to another LLC

Both LLC's have the same partners (me and my brother) in the LLC.  It was recommended that we split our multi-family rental properties and single-family rental properties into two separate LLC's.  Both are considered residential, the multi-family units only have 2-4 apartments.  Yes, the sale was recorded in that county.

Carl
Level 15

Transferring a rental property from one LLC to another LLC

Tax-wise technically speaking, this is not a sale. It's simply a transfer of all assets from one partnership to another partnership.I am assuming the old partnership is disolved no longer exists. This means that the EIN for the old partnership is also retired permanently and forever. (it "matters" if my assumption is not correct here.)

As far as taxes are concerned, this is not a sale because the members of the old and new partnerships are the same.

Basically, the owners of the old partnership will distribute all cash and other assets of that partnership, to themselves. This is done by indicating each partner taking back a return of all capital contributions they each made to that partnership, along with the distribution of any cash to each partner. This means the 1065 for that partnership will be marked as "final" and the 1065 itself will also be a "final" 1065 return. This distribution and return of capital investment to each partner occurs on the date as recorded at the courthouse.

 

The new partnership (or partnerships if there are two, with one for the single family and another for the multi-family units)  will record each member making a capital contribution to the new partnership, of the assets that were removed from the old partnership.  The date of the contribution "must" be at least one day "after" the old partnership disposed of the cash/assets to the members. This is because you can't have two entities, each having 100% ownership of the property on the same day.

This means that the change in cost basis will not change "INITIALLY". But it will change for the new partnership. First, let me explain this, because it matters when it comes to real estate property; especially rental rental estate.

Your cost basis allocated to the land *WILL* *NOT* change for any reason, under any circumstances, since land is not depreciated. Your cost basis of the structure and any/all other depreciable assets must be reduced by the amount of depreciation already taken on that structure/asset by the old LLC. Then depreciation starts over from year one, using the new, lower cost basis.

The $500 spent to record this change at the county level is "NOT" reported as a purchase/acquisition cost. That's because you can't sell something to yourself. Since the membership of both the old and new LLCs are the same, you can't be both seller and buyer of the things that were "sold".  It should be reported/claimed as a miscellaneous expense that I would just label a "title change fee" or more accurately, a "title correction fee" if that's all that was really changed at the courthouse.

To report it on the taxes as a sale, means that you're taking money out of your left pocket that you've already paid taxes on, and put it in your right pocket only to pay taxes on the same money "again". That's just wrong, any way you look at it.

 

Transferring a rental property from one LLC to another LLC

The old partnership still exists as a multi-family property partnership.  The property that was transferred was a single-family unit that was moved to a new LLC that will only have single-family properties in it. 2019 set up was #1LLC with a multi-family unit and one single family unit.  2020 set up #1LLC with the multi-family unit and #2LLC with 2 single-family units, one of which was transferred from #1LLC.

Carl
Level 15

Transferring a rental property from one LLC to another LLC

Okay. That actually makes things simpler. Those assets/cash removed from the old partnership are still treated as a return of contribution and/or capital investment to those partner's it applies to. Then at least one day after that, the assets are capital contributions to the new partnership. You can either carry the prior depreciation to the new partnership, which is what I would do. Or you can reduce the cost basis of the depreciated assets only by the amount of depreciation taken on the asset in the old partnership, (which might actually be simpler in the long run) and start depreciation all over in the new partnership, from the new and reduced cost basis. Either way avoids the recapture and taxation of prior depreciation, at this time.

Any distribution of profit from the old partnership will be taxed to the partner in the tax year that distribution is made. Doesn't matter if they put it in the new partnership or not. It's an already taxed capital contribution to the new partnership.

 

Transferring a rental property from one LLC to another LLC

So let's say the property was $56,884 and the land was $6,320.  Total depreciation while in LLC#1 was $690.  How do I enter this asset transfer to LLC#2 in TurboTax without showing it as a sale?

Carl
Level 15

Transferring a rental property from one LLC to another LLC

o let's say the property was $56,884 and the land was $6,320. Total depreciation while in LLC#1 was $690. How do I enter this asset transfer to LLC#2 in TurboTax without showing it as a sale?

I am assuming $56,884 includes the land. From that total subtract $690 and you have $56.194. Assuming this property is equally owned by both partners, each partner's property contribution value will be half that, or $28.097.

I am having an issue getting to where I enter the acutal property itself. I keep getting looped back to the Business Info tab and told to enter the property there. However, there is no where to enter the property under the business info tab, or any other tab or sub-tab for that matter. So at this point, I'm lost.

@TurboTaxSee flagging you on this. 

Transferring a rental property from one LLC to another LLC

As is normally the case, partnership tax issues are complex regardless of the size of the transaction.

What you actually have here is a division of an LLC (under Section 708) with rules that determine which LLC is the continuing and which is the divided.  

So here are my thoughts:

  • For the old LLC, for the property that was transferred to the new LLC, just show this as a sale with no gain or loss.  This will technically be treated as an assets over transaction.
  • For the new LLC, the property that was "divided" / transferred, this property will take the same basis and depreciation period as the old; essentially stepping into the shoes type transaction.
  • There are reporting requirements for each LLC.
  • Due to the specific reporting requirements, I would suggest you consult with a tax professional to make sure that the reporting is correct.  This may require filing an extension and possibly done post April 15th.  However, keep in mind, that the partnership returns are due 3/15 so an extension for these returns will need to be done as well, however, no tax due.
  • If you want to try and tackle this on your own, Google partnership division.
  • Also keep in mind, that since there are specific reporting requirements for each LLC, you will most likely need to paper file both partnership returns since you will not be able to attach the appropriate attachments within TT Business.
*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.

Transferring a rental property from one LLC to another LLC


@Carl wrote:

@TurboTaxSee flagging you on this. 


Just as an FYI, "TurboTaxSee" is a former employee who has never made a post in this new Community and has not made a post on any TurboTax board in at least two years.

Carl
Level 15

Transferring a rental property from one LLC to another LLC

Thanks. I thought TTXSee was a generic tag that would flat at least a moderator if they were online.

 

Transferring a rental property from one LLC to another LLC


@Carl wrote:

Thanks. I thought TTXSee was a generic tag that would flat at least a moderator if they were online.


Well, your tag in your post above went directly to a tag (TurboTaxSee) in another thread. 

 

However, that tag goes directly to a user named @SSoumya who, I believe, was previously TurboTaxSee and that person's profile only lists a few posts that were transferred from the old board (in 2019).

Transferring a rental property from one LLC to another LLC

Thanks for the help!

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