Selling Partnership Interest With Negative Capital Account In Florida
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FAQ
A DRO requires a partner to restore any negative balance (deficit) in their capital account upon the liquidation of the partnership. The DRO demonstrates the partner's willingness to assume the economic risk of loss in the partnership.
How to zero out partner capital accounts in a final year Go into the Input Return tab. From the left of the screen, select Balance Sheet, M-1, M-2 and choose Sch M-2 (Capital Account). Scroll down to the Distributions section. In the field Other decreases (-) (Ctrl+E), enter the appropriate amount.
This means the ownership interest a partner has in a partnership is treated as a separate asset that can be purchased and sold.
A Deficit Restoration Obligation is an obligation by a partner in a partnership (or a member in an LLC taxed as a partnership) to restore the negative balance in its capital account when the partnership liquidates.
A sale of a partnership interest occurs when one partner sells their ownership interest to another person or entity. The partnership is generally not involved in the transaction. However, the buyer and seller will notify the partnership of the transaction.
The partner with a deficit contributes enough assets to offset the deficit balance. The deficit balance is removed from the accounting records with only the remaining partners sharing in future gains and losses. The other partners file a legal suit against the partner with the deficit balance.
But if his capital account is negative, all additional partnership losses are disallowed. He will need to keep track of his disallowed losses because he can use them to offset future income (once his capital account is positive again).
If a partnership holds IRC 751(a) property at the time of the sale, the partner recognizes gain or loss from its share of IRC 751(a) assets. The ordinary gain or loss is subtracted from the total gain or loss. The result is the partner's capital gain or loss from the sale.
