Gain a better understanding of calculating the partnership basis adjustments and distributions and the impact on partner level gain or loss calculations.
Every partnership or LLC agreement between at least two members must address tax allocations. Experts have developed provisions that now commonly appear in such agreements to address tax allocations. This topic will provide an overview of those provisions.
The material is designed for new tax attorneys who are trying to grasp the complexity of the tax provisions in the typical partnership or LLC agreement and the nontax attorneys and business owners who see those provisions and would like to better understand their purpose.
The content will work through examples and sample language to cover the concepts. Although the discussion will inevitably require using technical language and covering technical topics, the discussion is intended to be an overview that covers a broad swath of material.
Learning Objectives:
- You will be able to discuss the common tax provisions of a typical partnership or LLC agreement.
- You will be able to identify tax provisions in a typical partnership or LLC agreement and have a general understanding of their purpose.
- You will be able to recognize the difference between the different types of allocation structures.
- You will be able to review the tax provisions in a typical partnership or LLC agreement for the features that commonly appear in such agreements.
Overview of Partnership Allocations
• General Tax Rules
• Substantial Economic Effect
• Partners' Interests in a Partnership
General Allocation Structures
• Allocation Driven Structures
◦ Basic Proportionate Sharing of Profits and Losses
◦ Layer Cake Allocations
• Distribution Driven Structures
◦ Target Allocations
◦ Allocations According to Partners' Interests in the Partnership
Basics of Allocation Language in Partnership and LLC Agreements
• Definitions of Profits and Losses
• Book Value
• Special Allocations
◦ Minimum Gain Chargeback
◦ Qualified Income Offset
• Regulatory Allocations
◦ Section 704(c) Property
◦ Allocation of 704(c) Items
Credit Information (Sponsored by Lorman Education Services):
- CLE
- CPE
- AIPB
- NASBA
- Enrolled Agents
For Detailed Credit Information page
click here
Only registered attendee will receive continuing education credit.
Faculty
Bradley T Borden, Brooklyn Law School
- Professor of law at Brooklyn Law School
- Advise, consult, and work as expert witness on matters related to partnership and real estate taxation
- Have spoken at hundreds of seminars, conferences, and other professional gatherings on matters related to partnership and real estate taxation
- Written over 100 articles in law reviews and professional journals related to partnership and real estate taxation
- Wrote multiple books, including Taxation and Business Planning for Partnerships and LLCs (Aspen Publishers, 2017) and LLCs and Partnerships: Law, Finance, and Tax Planning (Wolters Kluwer, 2019)
- Member, ABA Section of Taxation, NYSBA Tax Section, American Bar Foundation, American College of Tax Counsel
- J.D. and LL.M. degrees, University of Florida; B.B.A. and M.B.A. degrees, Idaho State University
- Can be contacted at 718-780-7550 or brad.borden@brooklaw.edu
(Not available outside the US)