Not so fast. you are probably subject to IRC 732
I.R.C. § 732(b) Distributions In Liquidation — The basis of property (other than money) distributed (that would be the codebase) by a partnership to a partner in liquidation of the partner's interest shall be an amount equal to the adjusted basis of such partner's interest in the partnership reduced by any money distributed in the same transaction.
I.R.C. § 732(c) Allocation Of Basis
I.R.C. § 732(c)(1) In General — The basis of distributed properties to which subsection (a)(2) or (b) is applicable shall be allocated—
I.R.C. § 732(c)(1)(A)
I.R.C. § 732(c)(1)(A)(i) — first to any unrealized receivables (as defined in section 751(c)) and inventory items (as defined in section 751(d)) in an amount equal to the adjusted basis of each such property to the partnership, and
I.R.C. § 732(c)(1)(A)(ii) — if the basis to be allocated is less than the sum of the adjusted bases of such properties to the partnership, then, to the extent any decrease is required in order to have the adjusted bases of such properties equal the basis to be allocated, in the manner provided in paragraph (3), and
I.R.C. § 732(c)(1)(B) — to the extent of any basis remaining after the allocation under subparagraph (A), to other distributed properties--
I.R.C. § 732(c)(1)(B)(i) — first by assigning to each such other property such other property's adjusted basis to the partnership, and
I.R.C. § 732(c)(1)(B)(ii) — then, to the extent any increase or decrease in basis is required in order to have the adjusted bases of such other distributed properties equal such remaining basis, in the manner provided in paragraph (2) or (3), whichever is appropriate.
this would seem to say that if your ending capital account was $34,000 that's your basis in the codebase and there would be no loss for you to report on the partnership termination. you would realize gain or loss when you dispose of the codebase. consult a tax pro to review the entire situation.
