Stock/Asset purchase (754 election)

[jshtax]

If a client sells their assets they have to recapture the depreciation/amortization. On a stock sale it is all capital gain. For the buyer if they did the assets purchase they can reset the value of the assets and depreciate. On the stock purchase for a corporation they must keep assets the same but how does it work for an LLC-partnership if they make a 754 election? Does the seller get all capital gains and the buyer now gets to reset asset value? I guess I am missing the debit side of the 754 election in getting the inside/outside basis to match.

[kcjenkins]

Here are a few good sources to start with:

http://www.nysscpa.org/cpajournal/2005/205/essentials/p50.htm

http://www.marcumllp.com/news-and-events/partnerships-and-llcs-the-basics-of-making-a-754-election

http://www.americanbar.org/content/dam/aba/events/real_property_trust_estate/joint_fall/2009/spratt_20090907145241093.authcheckdam.pdf

http://www.tscpa.com/Content/Files/tscpa/Journal/articles/Disregarding%20754%20Elections.pdf