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Effect of Dissolution on Authority For the most part, dissolution terminates the authority of the partners to act for the partnership. The only significant exceptions are for acts necessary to wind up partnership affairs or to complete transactions begun but not finished at the time of dissolution.
A partnership must file an annual information return to report the income, deductions, gains, losses, etc., from its operations, but it does not pay income tax. Instead, it "passes through" profits or losses to its partners.
When a partnership business is terminated, partners are expected to pay taxes on the taxable gain distributed to them upon liquidation of current and fixed assets.
This happens when all of its operations are truly discontinued and no part of the business is carried on by any of its partners. When this happens, the partnership has to dissolve and cease being a partnership for state law purposes. Its assets must be liquidated, so its debts can be paid.
You must file Form 1065, U.S. Return of Partnership Income, for the year you close your business. When you file, you must: Report capital gains and losses on Schedule D (Form 1065).
When a partnership is terminated, each partner must pay taxes on the positive difference between the money distributed to a partner at the termination of the partnership and their basis in the partnership interest just prior to the termination.
If your business has been closed or sold, you must file a Request to Close Business Tax Accounts, Form R-3406, to notify LDR to close your tax accounts. If you fail to file this request or to otherwise notify LDR, estimated assessments will continue to be issued.
Composite returns required to be made for an entity treated as a partnership for state income tax purposes and which is made on the basis of the calendar year shall be made and filed with the secretary at Baton Rouge, Louisiana, on or before the fifteenth day of May, following the close of the calendar year.