Tax Allocation in Pass-Through Entities

Webinar: ID# 1012381
Recorded CD
About This Course:
Allocation provisions in partnership and LLC agreements are complex to administer and subject to highly specialized rules regarding the handling of gains, losses, depreciation and other tax attributes. The provisions must balance IRS regulations and the agreement's distribution provisions.

How well the contractual provisions reflect the desired allocation of gains and losses among partners is critical. Unexpectedly high income or loss on partners' tax returns can unravel a deal in which much time and expense has been invested.

Awareness of all applicable IRS regulations and guidance, and familiarity with others' best practices, is essential to preparing returns that conform to partners' expectations and produce neither an unexpected tax hit nor a conflict with partnership tax rules.

Listen as our authoritative panel reviews the terms and impact of current federal rules on allocation of income, contributed property and liabilities, as well as other key subjects such as distribution rules, adjustments, and sale of interests in partnerships and LLCs. The panel will offer strategies to meet the partnership's or LLC's goals and minimize tax consequences.


I. Allocation of income

  • 704(a)
  • Constraints of 704(b) and 704(c)
  • Economic effect
  • Substantiality
  • Denied allocations
  • Allocation of deductions attributable to non-recourse debt

II. Allocation of contributed property

  • Allocations of tax gain or loss
  • Cost recovery deductions
  • Depreciation methods
  • Remedial allocation methods
  • Aggregation of properties
  • Tiered partnerships

III. Allocation of liabilities

  • Recourse liabilities under Section 752
  • Non-recourse liabilities and related deductions under Sections 752 and 704(b)

IV. Distribution rules

  • Distribution of multiple properties
  • Cash distributions
  • Non-cash distribution
  • Receipt of cash and property

V. Adjustments to basis of partnership/LLC assets

  • Following transfer of partnership interest
  • Distributions of partnership property
  • Allocating the adjustment amount among partnership properties

VI. Sale of an interest in partnership/LLC

  • Tax consequences associated with sale
  • Hot assets and Section 751(a)
  • Collectibles gain and unrecaptured Section 1250 gain
  • Installment sales
  • Termination of partnership


The panel will explore these and other important topics:

  • What are the potential economic consequences of a special allocation to a partner or LLC member?
  • What are the potential consequences when a partner or LLC member has a negative balance in his/her capital account?
  • How do partners bear the economic risk of loss for recourse debt?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.

Upon completing this seminar, you will understand the terms and impact of current federal rules on allocation of income, contributed property and liabilities, as well as other key subjects such as distribution rules, and adjustments and sale of interests in partnerships and LLCs. You will obtain best practices for meeting the partnership's or LLC's goals and minimizing tax consequences.


Leo Hitt, Partner, Reed Smith, Pittsburgh

His work covers taxation of businesses and business transactions, including syndications of limited partnerships and other partnership matters. Among his previous speaking experience is a program on Sect. 704(c) and partnerships.

Lynn Fowler, Partner, Kilpatrick Townsend &Stockton, Atlanta

His practice specializes in tax-efficient strategies for a variety of business entity formation, financing, operations and disposition transactions. He has worked with clients frequently on federal income tax credits, and taxable and tax-free M&A transactions.

Peter Withoff, Partner, Faegre Baker Daniels, Minneapolis

He is a partner in the Tax Group, focusing primarily on federal income tax matters. He has dealt with a wide variety of federal income tax issues including taxable and tax-free mergers and acquisitions, complex equity and debt offerings, as well as refinancings and workouts.

Credits Available

This program has been approved for 2.0 CPE hours through Strafford Publications. CPE Credit is available only for the LIVE webcast. Recorded versions do not qualify for credit.

Strafford is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit.


To obtain CPE credit, attendees must participate in the live event, return an Official Record of Attendance to Strafford affirming their participation (including the CPE code announced during the program), and pay a processing fee of $35 per person.

Credit Confirmation

Strafford will mail a certificate of credit within approximately 2 weeks of receiving an attendee's completed Official Record of Attendance—provided all required conditions have been satisfied.


Handout materials and the phone number for live presentations are made available to you 1 day prior to the event via email from the presenter. Copies of the presentations are included with recorded versions.

If you order a recorded version of the webinar, CD's will be mailed out approximately 10 days after the live event. Shipping is included in the price of recorded versions.

Tax Allocation in Pass-Through Entities
Available on CD format
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