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Sale of partnership interest - Tax implications

Partnership interest sale - tax issue

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Dalton Know, who is a licensed architect in the state of North Carolina, has been a partner in Fairland Architects LLP, since 1998. Fairland used the cash receipts and disbursements method of accounting to compute partnership taxable income. Mr. Knowx is ready to retire, and the LLP recently approved the sale of this partnership interest to Kate Stanley. Ms. Stanley is also licensed architect who has been employed by Fairland as an associate since 2009. Under the proposed sale agreement, Mr. Knox will sell his interest to Ms Stanley in exchange for her written promissory note for $360,000. Ms Stanley will pay interest only on the note for three years. On October 1, 2017, she will pay off the entire principle of the note. The $360,000 sales price reflects Mr. Knox’s 120,000 interest in Fairlands uncollected trade accounts receivable. The $240,000 remaining sales price reflects his interest in Fairlands operating assets and created goodwill. The sales contract stipulates that the fair market value of Fairland’s operating assets equals their adjusted tax basis. Mr. Knox projects that the adjusted tax basis in his Fairland partnership interest at date of sale will be $26,000. 


Any advise on how to record the gains on this sale for the tax payer? what is the basis and Ordinairy/capital gain?

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