Complex Tax Provisions in LLC Operating Agreements: Minimum Gain Chargeback, Waterfall Allocations, QIOs

An encore presentation with Q&A

A 110-minute CPE webinar with interactive Q&A

This program is included with the Strafford CPE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Thursday, December 28, 2023

1:00pm-2:50pm EST, 10:00am-11:50am PST

Early Registration Discount Deadline, Friday, December 1, 2023

or call 1-800-926-7926
Add to your calendar

This course will examine complex tax clauses in operating agreements to assist tax practitioners in identifying and implementing these key provisions in accordance with partners' expectations and existing regulations.

Description

Provisions allocating minimum gain chargebacks to members are often included in LLC agreements. Allocating minimum gain is complex but required under regulations Section 1.704-2 when a member receives allocations of nonrecourse deductions that lack economic effect. These chargebacks are triggered when a property's basis drops below the loan amount on the property. Tax practitioners must recognize these clauses and know when they come into play to make these offsetting allocations.

Many operating agreements include targeted capital account balances to affect preferential distributions to partners. Partners can receive preferential returns, then the return of capital contributions, and finally distributions relative to their partnership interests. These tiered or waterfall distributions are rife with complexities that must be grasped by advisers working with partnerships and LLCs.

Listen as Jeffrey Clayman, CPA, JD, LLM, Tax Senior Manager at Withum Smith+Brown, walks you through examples of difficult provisions in operating agreements, including waterfall allocations, minimum gain chargebacks, qualified income offsets, and liquidating distributions. Tax practitioners must identify, interpret, and apply the most complex provisions in LLC agreements to properly allocate income, deductions, and gains and losses from dispositions of partnership interests.

READ MORE

Outline

  1. Complex provisions in LLC agreements: an introduction
  2. Meeting the regulatory safe harbors
  3. Understanding minimum gain
  4. DROs vs. qualified income offsets
  5. Liquidation according to positive capital accounts vs. target capital accounts
  6. Layer cake allocations and waterfalls

Benefits

The panelist will review these and other key issues:

  • Identifying waterfall allocation clauses in LLC agreements
  • Calculating target capital account allocations
  • Ensuring partnerships meet regulatory safe harbors for allocations
  • Analyzing special allocations

An encore presentation featuring Q&A.

Faculty

Clayman, Jeffrey
Jeffrey Clayman, CPA, JD, LLM
Tax Senior Manager
WithumSmith+Brown

Mr. Clayman has over 18 years of public accounting experience with a focus on for-profit businesses in many different...  |  Read More

Attend on December 28

Early Discount (through 12/01/23)

CPE credit processing is available for an additional fee of $39.
CPE processing must be ordered prior to the event. See NASBA details.

Cannot Attend December 28?

Early Discount (through 12/01/23)

CPE credit is not available on downloads.

CPE On-Demand

See NASBA details.

Download