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K-1 marked final but a single owner continues the partnership as a sole proprietor

jritchie
Level 3

BACKGROUND:

Partnership continues as a sole proprietorship:  New client brought in a K-1 marked as FINAL from this partnership; an LLC, treated as a partnership for years, has one real estate property (office building).  Client is an original partner (1 of 5).  He bought out all 4 other partners over the last 2 years.  Final 1065 for 12/31/22 was prepared by another accountant--appears accurate.  I am preparing his personal 1040 for 2022.  I have entered the K-1 and marked it FINAL, and the box "Partnership Discontinued during 2022".   

By doing so, an ERROR results on K1P Partnership Additional Info: ProSeries  then wants me to mark a check box in Part II Disposition of Partnership Interest, Question 1.  The choices are DISPOSED (sold, abandoned, liquidated or transferred his partnership interest), GIFTED his partnership interest or SOLD (on an installment basis).  And, if I check any box in question 1 then I must complete questions 2, 3, 4 and enter figures in lines 5-12. At 12/31/2022 my Client owns 100% of the partnership, thus the LLC will be treated as a sole proprietorship on his 2023 tax return, Schedule C. The FEIN# and Company name are his alone for 2023. 

QUESTION: if the business will continue with the same FEIN# and Name on the Clients own 2023 Schedule C, how do I answer K1P question 1 of Part II for his 2022 return?  He didn't DISPOSE, GIFT or SELL his interest.  He acquired ALL of the LLC interest.  Do I just NOT check the "final K-1" so that no errors result?  Or do I check the "final K-1" box and just enter all zeros in lines 5-12 of K1P screen?

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1 Best Answer

Accepted Solutions
IRonMaN
Level 15

Good answer 😁


Slava Ukraini!

View solution in original post

11 Comments 11
IRonMaN
Level 15

I would just not check the final K-1 box.


Slava Ukraini!
sjrcpa
Level 15

I would just not mark the final box


Ex-AllStar
IRonMaN
Level 15

Good answer 😁


Slava Ukraini!
PATAX
Level 15

@IRonMaN @sjrcpa if the partnership has been discontinued, can he continue to use the Fein of the partnership, or does a new Fein for the sole proprietorship have to be obtained?

sjrcpa
Level 15

If it is an LLC he can continue using the LLC's EIN, since the LLC still exists.

If it was a partnership, no.


Ex-AllStar
jritchie
Level 3

The FEIN was set up an LLC with multiple owners, which for tax purposes preivously required an annual 1065 filing with K-1's issued to each partner.  With the buyout of all other partners, the LLC structure (and FEIN#) remain, only without additional partners, filing on the remaining owners 1040 Sch C is appropriate for 2023 and forward. 

PATAX
Level 15

Thanks Susan. That's why I come to this forum to learn new things and stay up to date.

IRonMaN
Level 15

I'm here for the free pizza.  And I am going to keep coming back until I finally get some. 🍕


Slava Ukraini!
PATAX
Level 15

@IRonMaN for all of the people that you and others help, intuit should give you a gift certificate for free pizza. But that may be asking too much of them.

qbteachmt
Level 15

Was the buyout over different years or all in the one year?

Here are some articles to read:

https://www.irs.gov/businesses/small-businesses-self-employed/do-you-need-a-new-ein

https://www.upcounsel.com/partnership-becomes-single-member-llc

 

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jritchie
Level 3

Over two different tax years 2021 & 2022

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