CPA Quiz: Apply Partnership Distribution And Liquidation Rules
20 questions · exam conditions
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Apply Partnership Distribution And Liquidation RulesQuestion 1 of 20

A partnership distributes cash of $60,000 to a partner in complete liquidation of their interest. The partner's outside basis is $80,000. The tax consequence is:

The partner recognizes a $20,000 gain on the excess.
The $20,000 shortfall is added to the partner's basis in other partnership assets received.
No loss is recognized since property other than cash must be received to recognize a loss.
The partner recognizes a $20,000 loss - when a liquidating distribution consists solely of cash and the cash is less than outside basis, a loss may be recognized.
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CPA Quiz

CPA Quiz: Apply Partnership Distribution And Liquidation Rules

Practice Apply Partnership Distribution And Liquidation Rules in CPA with focused quiz questions that help you check what you know, review explanations, and build confidence with test-style prompts.

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This quiz focuses on Apply Partnership Distribution And Liquidation Rules, giving you a quick way to practice the rules, question types, and explanations that matter most for CPA.

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Question 1

A partnership distributes cash of $60,000 to a partner in complete liquidation of their interest. The partner's outside basis is $80,000. The tax consequence is:

  1. The partner recognizes a $20,000 gain on the excess.
  2. The $20,000 shortfall is added to the partner's basis in other partnership assets received.
  3. No loss is recognized since property other than cash must be received to recognize a loss.
  4. The partner recognizes a $20,000 loss - when a liquidating distribution consists solely of cash and the cash is less than outside basis, a loss may be recognized. (correct answer)
Explanation: In a cash-only liquidating distribution, a loss equal to outside basis minus cash received is recognized when cash received is less than outside basis. $80,000 - $60,000 = $20,000 loss. Answer D is correct. Gain is not recognized when distribution is less than basis (A). No property was received to assign basis to (B). Cash-only liquidating distributions can generate a recognized loss (C).

Question 2

A partner's distributive share of partnership losses is $40,000, but their outside basis is only $30,000. The suspended loss may be deducted:

  1. In a future year when the partner increases their outside basis through additional contributions, income allocations, or increased partnership liabilities. (correct answer)
  2. When the partner sells their partnership interest.
  3. Immediately, since partners can use future basis increases to justify current deductions.
  4. Never - suspended losses are permanently disallowed if not deductible in the year incurred.
Explanation: Suspended losses carry forward and become deductible when the partner's outside basis is increased - through contributions, income allocations, or increased liability share. Answer A is correct. Suspended losses are not deducted on sale (B) - they reduce outside basis which affects gain on sale. Future basis does not justify current deduction (C). Suspended losses are not permanently lost (D).

Question 3

In a liquidating distribution of a partnership interest, a partner receives cash of $40,000 and property with inside basis of $20,000 and FMV of $35,000. The partner's outside basis before the distribution is $50,000. What is the partner's basis in the distributed property?

  1. $35,000 - the FMV of the property received.
  2. 10,000−theoutsidebasis(10,000 - the outside basis (50,000) minus cash received ($40,000), with the remainder assigned to the property. (correct answer)
  3. $20,000 - the partnership's inside basis in the property.
  4. $0 - all basis was absorbed by the cash distribution.
Explanation: In a liquidating distribution, basis is first assigned to cash, then the remaining outside basis is assigned to property. $50,000 - $40,000 cash = $10,000 remaining basis assigned to property. Answer B is correct. FMV (A) is not used. Inside basis (C) is the carryover basis rule for current distributions, not liquidating. The remaining basis goes to property (D).

Question 4

A partner receives a distribution of inventory from a partnership. Under the anti-abuse rule, if the partner sells the inventory within how many years after the distribution, any gain is treated as ordinary income?

  1. 1 year.
  2. 5 years. (correct answer)
  3. 3 years.
  4. 10 years.
Explanation: Under Section 735, if a partner disposes of distributed inventory within 5 years of the distribution, any gain or loss is treated as ordinary income or loss (retaining inventory character). Answer B is correct. 1 year (A), 3 years (C), and 10 years (D) are not the applicable period.

Question 5

A partner receives a current distribution that includes inventory with an inside basis of $8,000 and FMV of $15,000. The partner's outside basis is $30,000. What is the partner's basis in the distributed inventory?

  1. $15,000 - the FMV of the inventory.
  2. $30,000 - the full outside basis is assigned to the property.
  3. $8,000 - the partnership's inside basis in the inventory (carryover basis rule for current distributions), reducing the partner's outside basis by $8,000 to $22,000. (correct answer)
  4. $0 - inventory distributions are not assigned a tax basis.
Explanation: For current non-liquidating distributions, the partner takes a carryover basis equal to the partnership's inside basis ($8,000), and outside basis is reduced by the same amount. Answer C is correct. FMV (A) doesn't apply. Full outside basis assignment (B) applies only when inside basis exceeds outside basis in liquidating distributions. Inventory distributions receive carryover basis (D).

Question 6

A partnership makes a current distribution to a partner of $5,000 cash plus property with an inside basis of $12,000 and FMV of $20,000. The partner's outside basis is $14,000. What is the partner's basis in the distributed property?

  1. $14,000 - the full outside basis.
  2. 9,000−outsidebasis(9,000 - outside basis (14,000) minus cash received ($5,000) = $9,000 remaining for property. (correct answer)
  3. $12,000 - the partnership's inside basis.
  4. $20,000 - the fair market value of the property.
Explanation: Outside basis is first reduced by cash received: $14,000 - $5,000 = $9,000 remaining. This remaining 9,000becomesthepartner′sbasisintheproperty(limitedtoinsidebasis).AnswerBiscorrect.Fulloutsidebasisisassignedtocashfirst(A).Insidebasis(9,000 becomes the partner's basis in the property (limited to inside basis). Answer B is correct. Full outside basis is assigned to cash first (A). Inside basis (12,000) exceeds remaining outside basis ($9,000), so outside basis applies (C). FMV is not the standard (D).

Question 7

A partner has an outside basis of $25,000 and receives a liquidating distribution consisting of: cash of $10,000, inventory (inside basis $8,000, FMV $12,000), and equipment (inside basis $5,000, FMV $9,000). What is the partner's basis in the inventory and equipment?

  1. Inventory $8,000, Equipment $5,000 - the partnership's inside bases.
  2. The remaining outside basis ($25,000 - $10,000 cash = $15,000) is allocated to the inventory and equipment. If basis allocation is needed, it first goes to each asset up to its FMV, with any excess allocated proportionately. (correct answer)
  3. Inventory $12,000, Equipment $9,000 - the FMV of each asset.
  4. All $15,000 is assigned to the inventory since it has a higher FMV.
Explanation: In liquidating distributions of non-cash property, the remaining outside basis after cash is allocated among properties. The $15,000 is allocated: first to the extent of inside basis (inventory $8,000, equipment $5,000 = $13,000), then the remaining $2,000 is allocated proportionately based on FMV or unrealized appreciation. Answer B correctly describes the allocation process. Inside bases (A) apply to current distributions. FMV (C) doesn't determine tax basis. All to inventory (D) is not the allocation rule.

Question 8

Upon complete termination of a partnership, each partner is treated as receiving:

  1. Cash equal to the FMV of their share of partnership net assets.
  2. A proportionate share of all partnership property, requiring recognition of all unrealized appreciation.
  3. A liquidating distribution of their share of partnership property - generally nontaxable at the time of distribution, with the partners taking carryover or allocated bases in the distributed assets. (correct answer)
  4. A deemed sale of their partnership interest at fair market value.
Explanation: Partnership termination results in liquidating distributions to partners - generally nontaxable with basis assigned to distributed property per the liquidating distribution rules. Answer C is correct. FMV cash (A) would be a sale. Proportionate share with gain recognition (B) is not the general rule. Deemed FMV sale (D) is not the termination treatment.

Question 9

A partnership distributes unrealized receivables to a partner in a current distribution. The partner's tax basis in the unrealized receivables is:

  1. The fair market value of the receivables at the time of distribution.
  2. Zero, since unrealized receivables have no tax basis.
  3. The partnership's adjusted basis in the unrealized receivables at the time of distribution, which is typically zero for cash-basis partnerships, reducing the partner's outside basis by zero. (correct answer)
  4. The face amount of the receivables.
Explanation: The partner takes the partnership's inside basis in distributed property - for unrealized receivables in a cash-basis partnership, inside basis is typically zero, so outside basis is reduced by zero. Answer C is correct. FMV (A) doesn't determine carryover basis. Zero basis (B) is the result for cash-basis partnerships but the rule is carryover basis. Face amount (D) is irrelevant to tax basis.

Question 10

A partner receives a current (non-liquidating) cash distribution of $15,000 from a partnership. The partner's outside basis before the distribution is $20,000. The tax treatment is:

  1. The $15,000 is recognized as ordinary income by the partner.
  2. The distribution is not taxable; the partner's outside basis is reduced from $20,000 to $5,000. (correct answer)
  3. The $15,000 is excluded from income and does not affect outside basis.
  4. The distribution reduces outside basis to zero and the $5,000 excess is recognized as capital gain.
Explanation: Current cash distributions reduce outside basis dollar-for-dollar and are not taxable as long as they do not exceed outside basis. $20,000 - $15,000 = $5,000 remaining basis. Answer B is correct. Answer A is incorrect because no income is recognized when a current distribution does not exceed outside basis. Answer C is incorrect because the distribution does reduce outside basis - it is not excluded from the basis calculation. Answer D is incorrect because outside basis never goes below zero; gain is recognized only when a distribution exceeds basis, which does not occur here.

Question 11

A partner receives a cash distribution of $30,000 when their outside basis is only $10,000. The tax consequences are:

  1. The partner recognizes a $20,000 capital gain (the excess of distribution over outside basis), and the partner's basis is reduced to zero. (correct answer)
  2. The partner recognizes $20,000 of ordinary income.
  3. The distribution is tax-free up to the partner's at-risk amount.
  4. The $20,000 excess is suspended as a loss carryforward.
Explanation: When a cash distribution exceeds outside basis, the excess is recognized as gain from the sale of the partnership interest - generally capital gain. $30,000 - $10,000 = $20,000 gain; basis goes to zero. Answer A is correct. The gain is capital, not ordinary (B). At-risk rules don't apply here (C). Excess distributions create gain, not a loss carryforward (D).

Question 12

Section 751 'hot assets' include:

  1. Unrealized receivables and substantially appreciated inventory - their presence in a partnership causes ordinary income recognition when a partner sells their interest or receives certain distributions. (correct answer)
  2. Appreciated real property and securities held by the partnership.
  3. Any asset with a built-in gain exceeding $1,000.
  4. Partnership goodwill and going concern value.
Explanation: Hot assets under Section 751 are unrealized receivables and substantially appreciated inventory - they generate ordinary income rather than capital gain when a partnership interest is sold or certain distributions are made. Answer A is correct. Real property and securities (B) are not hot assets unless they are inventory. No dollar threshold applies (C). Goodwill is a Section 751(b) consideration in limited cases but not the primary definition (D).

Question 13

In a partnership liquidation, the order in which partner accounts are paid is:

  1. First, partnership creditors; second, loans from partners; third, partners' positive capital account balances in accordance with the liquidating distribution rules. (correct answer)
  2. First, partners with the largest capital accounts; second, all remaining creditors.
  3. First, partners with the most seniority; second, all creditors.
  4. All claims are paid pro rata regardless of priority.
Explanation: In a partnership liquidation, outside creditors are paid first, then partner loans, then partners' capital accounts. Answer A is correct. Partners are paid after creditors (B, C). Claims are not paid pro rata across all categories (D).

Question 14

In a liquidating distribution where a partner receives only non-cash property, no loss can be recognized. Instead:

  1. The partner's remaining outside basis (after reduction for any cash received) is allocated to the distributed property, giving the property a higher tax basis than its FMV or inside basis. (correct answer)
  2. The excess basis is permanently lost.
  3. The excess basis is allocated to the partnership's remaining assets under Section 734(b).
  4. The partner must recognize the loss in the year the property is subsequently sold.
Explanation: In a property-only liquidating distribution where loss would result, no immediate loss is recognized - instead, the partner's full outside basis is assigned to the distributed property (giving the property a basis that may exceed its FMV), preserving the loss for future recognition when the property is sold. Answer A is correct. Basis is not lost (B). Section 734(b) adjustments are for the partnership's remaining assets (C). The loss is preserved in the property's higher basis, not separately deferred (D).

Question 15

A partner's share of partnership liabilities decreases by $25,000 due to debt repayment by the partnership. The effect on the partner's outside basis is:

  1. Outside basis is increased by $25,000.
  2. Outside basis is unaffected since the partner did not personally repay the debt.
  3. Outside basis is reduced by $25,000 - a decrease in the partner's share of partnership liabilities is treated as a cash distribution, reducing outside basis. (correct answer)
  4. Outside basis is reduced by $25,000 only if the debt was a recourse liability.
Explanation: A decrease in the partner's share of partnership liabilities is treated as a distribution of cash, reducing outside basis. This applies to both recourse and nonrecourse liabilities. Answer C is correct. Basis is decreased, not increased (A). Liability changes do affect basis (B). The rule applies to all liability decreases (D).

Question 16

In a current distribution, if the partnership distributes property with a higher inside basis than the partner's outside basis, the partner's basis in the distributed property is:

  1. The partnership's inside basis in the property.
  2. The fair market value of the property.
  3. Zero - the property has no basis if outside basis is insufficient.
  4. Limited to the partner's outside basis - the partner cannot take a basis in the property that exceeds their total investment (outside basis) in the partnership. (correct answer)
Explanation: In a current distribution, the partner's basis in the distributed property is limited to the outside basis - the partner cannot receive a higher basis than their total investment. Answer D is correct. Carryover (inside) basis applies but is capped at outside basis (A). FMV is not the standard (B). A zero basis is only if outside basis is zero (C).

Question 17

A partner receives a distribution and recognizes gain under Section 731. What is the character of this gain?

  1. Ordinary income in all cases.
  2. Section 1231 gain, treated as long-term capital gain if the partnership has held assets for more than one year.
  3. Capital gain - Section 731 gain from distributions in excess of outside basis is treated as gain from the sale or exchange of the partnership interest, which is capital gain (subject to hot asset rules). (correct answer)
  4. Passive activity income.
Explanation: Section 731 gain is treated as gain from sale of the partnership interest - capital gain, unless Section 751 (hot assets) reclassifies some portion as ordinary income. Answer C is correct. Not always ordinary (A). Section 1231 gain doesn't apply to partnership interest sales (B). Passive rules may affect deductibility but don't change character (D).

Question 18

Which of the following correctly describes how a current distribution of property affects the partnership's inside basis?

  1. The partnership's inside basis in the remaining assets increases by the amount of the distributed property's basis.
  2. The partnership recognizes gain or loss on the distribution of property.
  3. The partnership's total inside basis is unaffected since the distributed property leaves the partnership with its inside basis.
  4. The partnership eliminates its inside basis in the distributed property when it is distributed - the partnership no longer holds the property. If a Section 754 election is in effect, a Section 734(b) adjustment may be required. (correct answer)
Explanation: When property is distributed, the partnership's inside basis in that property is removed from its books. With a Section 754 election, a 734(b) adjustment may be triggered if there is a significant basis discrepancy. Answer D is correct. Remaining assets' basis is not increased (A). Partnerships generally don't recognize gain on distributions (B). Inside basis changes with the distribution (C).

Question 19

In evaluating whether a distribution is 'current' or 'liquidating,' which of the following is correct?

  1. Any distribution over $10,000 is treated as a liquidating distribution.
  2. A distribution that reduces a partner's interest by more than 50% is liquidating.
  3. A current distribution reduces a partner's interest but does not terminate it; a liquidating distribution is any distribution that exceeds the partner's outside basis.
  4. A liquidating distribution is one that terminates the partner's entire interest in the partnership, either directly or as part of a series of distributions; a current distribution reduces but does not eliminate the partner's interest. (correct answer)
Explanation: The distinction between current and liquidating distributions is whether the partner's entire interest is terminated - a liquidating distribution terminates the interest (all at once or through a series), while a current distribution merely reduces it. Answer D is correct. Dollar thresholds (A) don't determine the type. Percentage reduction (B) is not the test. Exceeding outside basis (C) determines gain recognition but not the current/liquidating distinction.

Question 20

A partner who receives a distribution of property that includes hot assets may be subject to ordinary income recognition under Section 751(b). The purpose of this rule is to:

  1. Prevent partners from avoiding self-employment taxes on partnership income.
  2. Ensure that all partnership distributions are treated as sales for tax purposes.
  3. Prevent the conversion of ordinary income (inherent in hot assets) to capital gain through distributions that shift hot assets away from or to partners in disproportionate amounts. (correct answer)
  4. Limit the amount of nontaxable distributions a partner may receive.
Explanation: Section 751(b) prevents ordinary income from being converted to capital gain by treating a disproportionate distribution of hot assets as a sale or exchange - preserving ordinary income character. Answer C is correct. Self-employment taxes (A) are separate. Not all distributions are treated as sales (B). The rule is about character conversion, not limiting nontaxable amounts (D).