Amending LLC and Partnership Agreements to Address Tax Reform and the Current IRS Audit Rules

Tax Law Considerations, Former Partner Contributions to Tax Liability, Push-Out Elections and More

Note: CPE credit is not offered on this program

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, June 25, 2019

Recorded event now available

or call 1-800-926-7926
Program Materials

This CLE webinar will guide company counsel on how significant recent tax law developments--the 2017 tax reform law and the partnership audit regime--impact partnerships, LLCs and the agreements that govern them. The panel will discuss the amendments to partnership and LLC operating agreements that should be adopted, or at least considered, now.

Description

Most provisions of the 2017 tax reform and the current centralized partnership audit regime significantly impact partnerships and LLCs. The changes demand a thorough understanding by counsel advising partnerships and LLCs as well as careful thought in drafting or modifying partnership and LLC operating agreements.

Several aspects of the current tax law have substantial implications for businesses operating in partnership or LLC form. The tax law provides for a deduction at the partner level of up to 20% of qualified business income. Other aspects of the new law, such as temporary 100% expensing and the limitation on the deduction of net business interest expense, may also materially affect a partnership or LLC's tax position.

The current partnership audit regime likewise represents a meaningful change for partnerships and LLCs. It provides for the collection of deficiencies at the partnership level. The IRS will no longer assess each partner's share of any tax due as a result of a partnership audit. Instead, the partnership or LLC is liable for any imputed underpayment based on adjustments made in the partnership audit. These rules, together with the proposed implementing regulations, may operate to materially distort partnership economics.

Counsel must understand both sets of rules--the 2017 tax reform, recent IRS regulations, and the partnership audit regime--to assist partnerships and LLCs in maximizing their potential benefits and minimizing their potential detriments under the new laws, including essential amendments to partnership and LLC operating agreements.

Listen as our panel explains the most critical features of tax reform for operating and investment partnerships, and outlines the IRS partnership audit regime and related regulatory developments, special rules applicable to partnerships with foreign partners or activities, and essential amendments to be made in partnership and LLC operating agreements.

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Outline

  1. The 2017 tax reform act: key provisions for partnerships and LLCs
  2. The new partnership audit regime: overview and recent developments
  3. Advising partnerships and LLCs on the 2019 tax landscape
  4. Drafting and amending partnership and LLC operating agreements: new considerations

Benefits

The panel will review these and other critical issues:

  • What provisions of the new tax law impact existing partnership and LLC operating agreements?
  • The qualified business tax deduction and addressing distributions in agreements
  • The new IRS partnership audit rules and drafting or amending partnership and LLC operating agreements
  • What are the top priority issues regarding a former partner's tax liability?

Faculty

Bird, Christopher
Christopher T. Bird

Counsel
Blais Halpert Tax Partners

Mr. Bird is a business tax lawyer with eight years of experience at large international law firms. His practice...  |  Read More

Carlson, Austin
Austin C. Carlson

Atty
Gray Reed & McGraw

As a licensed attorney and a Certified Public Accountant, Mr. Carlson’s practice focuses on corporate...  |  Read More

Moore, Guinevere
Guinevere M. Moore

Partner
Johnson Moore

Ms. Moore serves as an attorney and a professional partnership representative to her clients. She has over a decade of...  |  Read More

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