Judy and Rich, thanks for your inputs.
Yes, it was a two person partnership with the partnership agreement stating that upon death of either partner, the remaining partner would buy out the deceased partner for $800,000, which wold first be used to pay off the decedent's capital account and the rest would go to buy out the decedent's share. The buyouts were funded by each partner having a personally paid insurance policy for $800K on the other partner.
When the partn4r died, the remaining partner put the $800K insurance proceeds into the partnership and incr4eased his capital account. Then the full $800K was used to buy out the deceased partner's capital account of about $500K and the remainder to pay for gains on other assets of the partnership which were in the process of being sold, but not yet closed, on the date of the partner's death. Applying $230 K to these gains would account for a capital gain by the estate of deceased partner and increased basis in these assets for remaining partner to prevent him from having to pay double the gain on the assets in question (his portion and the deceased partner's portion). Can the remaining $70K of the buyout be used to increase the basis of the remaining assets ratable, or would it have to be shown as goodwill? If goodwill, and the LLC becomes a SMLLC and is disregarded, how would remaining partner ever recover that $70K, since he would not ever sell any portion of the SMLLC but only the remaining assets and show gain or loss on his personal return. After remaining assets would be sold, the $70K of goodwill would stand alone in the SMLLC and have no value.
Nothing like a tough one to keep the mind sharp!!
Thank you very much for you input and links. I have looked at many other links, but I will check the two out that you provided, Judy.