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Buying out Partner in LLC partnership - Who buys me or the LLC?

Van Nuys, CA |

I am buying out my partner's share of our LLC. We have agreed to a price but I am not sure how to resolve the payment issue.

She wants LLC to pay her. Our Tax guy screwed up along the way and there seems to be $ on her capital account balance of the LLC ( she was already paid back that amount so this would not be $ due to her just a book error). So if she takes part of this buyout from the LLC as this reimbursement she doesn't have to declare it as income but as a reimbursement. I was going to pay the remainder personally (so our IRS stories jive and she doesn't claim the whole thing as a reimbursement). Can this be done or will that split payment reflect that the LLC would own a %of the company and I personally would own a % of the company? Is it better for me or the LLC to pay?

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Attorney answers 3


Some issues that you need to consider. You are going from a multi-member LLC to a single member LLC. This will have some "holding period" issues. IRS Revenue Ruling 99-6 address the tax issues regarding the conversion to a single member LLC. It is often better to have a nominal LLC member (i.e 1% owner- wife or kid) before the LLC membership purchase or the LLC membership redemption. Whether you decide to have a redemption like you contemplate also has tax issues. Is it better to have redemption (where the LLC buys) or a purchase (where you buy) depends on the underlying assets of the LLC and how long you have held them. To answer that, any tax professional would have to look at the LLC tax return and the depreciation and amortization schedules.

Michael Charles Doland

Michael Charles Doland


I am a business attorney who regularly refers my clients to tax counsel or CPAs on these issues. I thought you gave a great answer and learned from it. Thank you.


This is really a question of the difference in the tax treatments for each buyer. If you buy her interest than you are increasing your basis in your membership interest in the LLC, (but not your capital account). If the LLC buys back her interest it does not affect your basis in the LLC. As far as the tax treatment to your partner I suggest you bring copies of the LLC tax returns and the LLC operating agreement to a tax lawyer so that they can advise you on the proper and most efficient tax treatment.

The above statements are provided as general information and not intended as legal advice. Each matter has its own set of unique circumstances that cannot be adequately addressed without consultation. You are strongly advised to hire an attorney licensed to practice law in your state to represent you.


Your question assures me that you need another tax adviser. Go get one and find the answer. It will depend upon a number of factors, such as tax basis, undistributed income, and maybe more. In any case, don't go fishing for advice about something this specific.

The advice provided is in good faith but not a guaranty of accuracy under all circumstances.

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