The loss recognized is the excess of the member's adjusted basis in the LLC over the sum of the cash distributed and the member's basis in the unrealized receivables and inventory received (Sec. Z's adjusted basis in the real property is ,000.

The LLC has no unrealized receivables or appreciated inventory, so Sec. The LLC acquired the real property by R recognizes no gain or loss on the liquidation.

liquidating limited partnerships-48liquidating limited partnerships-27liquidating limited partnerships-54

P." or "LP" or (ii) in the case of a limited partnership that is also a registered limited liability partnership, comply with the requirements of subdivision A 2 of § 50-73.78. Any word, abbreviation, or combination of characters that states or implies the limited partnership is a corporation or a limited liability company; or3. A registered agent may resign the agency appointment by signing and filing with the Commission a statement of resignation accompanied by a certification that the registered agent shall mail a copy thereof to the principal office of the domestic or foreign limited partnership by certified mail on or before the business day following the day on which the statement is filed. Whenever any such person accepts service of process, a photographic copy of such instrument shall be attached to the return. Whenever a domestic or foreign limited partnership fails to appoint or maintain a registered agent in the Commonwealth, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the clerk of the Commission shall be an agent of the limited partnership upon whom service may be made in accordance with § 12.1-19.1. This section does not prescribe the only means, or necessarily the required means, of serving a domestic or foreign limited partnership.1985, c. Unless contained in a written partnership agreement, a writing setting out:a. Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.1985, c. Unlawful to transact or offer to transact business as a limited partnership unless authorized; penalty. In order to form a limited partnership, a certificate of limited partnership shall be executed and filed with the Commission and shall set forth:1.

A limited partnership name, as set forth in its certificate of limited partnership, shall either (i) contain the words "limited partnership" or "a limited partnership" or the abbreviations "L. The name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner;2. The registered agent, by instrument in writing, acknowledged before a notary public, may designate a natural person or persons in the office of the registered agent upon whom any such process, notice or demand may be served. Copies of any then-effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and5.

Since a dissolved company does not have legal existence, however, the company is required to be restored to the register, in order for a creditor to maintain proceedings in respect of a liability incurred by that company or to enforce a judgment obtained against that company prior to its dissolution.

Strikeoff and dissolution of a company does not retrospectively remove the protection of limited liability from that company.

A corporate name reserved or registered under § 13.1-631, 13.1-632, 13.1-830 or 13.1-831;6. A domestic or foreign limited partnership's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent is a business entity that has been merged into the new registered agent, (b) the instrument of merger is on record in the office of the clerk of the Commission, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to § 50-73.4.

The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of the Commonwealth or authorized to transact business in the Commonwealth;5. That after the change or changes are made, the domestic or foreign limited partnership will be in compliance with the requirements of § 50-73.4. A statement of change shall forthwith be filed with the Commission by a domestic or foreign limited partnership whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 50-73.4. Except as provided in subsection D, a statement of change shall be executed on behalf of a domestic or foreign limited partnership by a general partner or a liquidating trustee or, if there are no general partners or liquidating trustees, by a limited partner. A domestic or foreign limited partnership's registered agent may sign a statement as required above if (i) the business address of the registered agent changes to another post office address within the Commonwealth or (ii) the name of the registered agent has been legally changed.

The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth;4. The name of the domestic or foreign limited partnership;2. If the current registered office is to be changed, the post office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;4. If the current registered agent is to be changed, the name of the new registered agent; and6. Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.1985, c. The post office address, including the street and number, if any, of the principal office of the limited partnership, which may be the same as the registered office but need not be within the Commonwealth. The certificate of limited partnership may set forth any other matter that the general partners determine to include therein. A limited partnership is formed at the time of the filing of the certificate of limited partnership with the Commission unless a later date and time are specified in the certificate of limited partnership as provided by § 50-73.17 if, in either case, there has been substantial compliance with the requirements of this section.1985, c.

A limited partnership name reserved under this chapter;3. A limited partnership or a foreign limited partnership registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:1. Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; andd. The name and the post office address, including the street and number, if any, of each general partner and, if a general partner is a business entity, the jurisdiction under whose law it is incorporated, organized, or formed and, if the general partner is of record with the Commission, the identification number issued by the Commission to such general partner; and4.

In order to understand how the process will work, the general partner first needs a basic understanding of how income tax basis capital accounts work in a partnership.

(All references to capital accounts in this article are income tax basis capital accounts – equivalent to 704(b) capital accounts – and not financial statement basis capital accounts.) Generally speaking, LIHTC partnership agreements are drafted using the safe harbor capital account maintenance rules under Internal Revenue Code section 704(b).

R first reduces his ,000 outside basis by the ,000 cash distribution.