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If you transfer a partnership interest (or an LLC interest assuming that you are being taxed as a partnership) with a negative capital account, for the most part there will be a taxable gain even if no cash or other consideration is received. The amount of gain recognized also has to do with how much debt the partnership has at the time of the transfer.

Partnership/LLC tax accounting can be very complex. There are many issues that have to be taken into account. If you dissolve the LLC or sell your interest, make sure you see a qualified tax advisor with experience in partnership tax accounting and real estate.
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