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What is a liquidating distribution

Whether the amount qualifies for short or long-term capital gains depends on the trade date – the purchase date -- of the sale.

For tax purposes, the holding period begins on the day after the trade date.

Section 331(a) of the IRS tax code says that if a shareholder is eligible to receive a cash liquidation distribution totaling 0 or more, the distribution must be reported on Form 1099-DIV.

All but the traditional general partnership have limited liability, and a general partnership can, in most states, achieve limited liability by a simple filing to become an LLP, but, particularly for professionals that limited liability protects against vicarious liability but not against liability for one's own malpractice, including, of course malpractice in giving advice related to partnership tax matters. Long-term capital gains apply if the holding period is at least one year and a day from the trade date.Conversely, if an investor does not recover the total investment, she can report a capital loss.It’s the final step in a corporate termination and the point at which IRS tax consequences start to apply.Corporations in the process of a complete liquidation – either to terminate the business or change its structure to a non-corporate status -- are required by law to transfer all cash and property assets back to shareholders as payment in full for the exchange of stock.This means that if the difference between the fair market value of the stock and its adjusted base – the price of the stock minus broker or commission fees – is zero, no tax is due on the amount.Payments received in excess of the total investment are subject to capital gains tax.This Portfolio analyzes not only the relevant statutory and regulatory materials, but also the large body of case law, revenue rulings, and other IRS pronouncements, including technical advice memoranda and private letter rulings, that are all part of this, unfortunately complex, body of tax law. Part I, Introduction, briefly discusses important general principles not directly related to distributions, but that will nevertheless frequently be referred to throughout the Portfolio, including partnership capital accounts, §704(c) and reverse §704(c) allocations. As with all other aspects of partnership taxation, the dual nature of a partnership for tax purposes—as at times an aggregation of its partners, and at times an entity—complicates the discussion, particularly because no one, including the author, has been able to articulate a comprehensive statement of when the aggregate, and when the entity, aspect should predominate. Distributee's Basis, Holding Period and Character 1. Inside Basis Reduction for Corporation Distributed to Controlling Corporate Partner 2. Basis Adjustment Without § 754 Election: Current Distributions-§ 732(d) D. Further complication arises because the “tax” partnership includes not only entities organized as general partnerships or limited partnerships (“LP”) under state law, but also the newer forms of limited liability partnerships (“LLP”), initially primarily for professionals, and the increasingly popular limited liability company (“LLC”). Distributee's Transferred Basis in Distributed Property a. Character and Holding Period of Distributed Property a.

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