Interpreting Partnership Agreements and Reporting Terms on Form 1065

Identifying Ambiguous or Contradictory Provisions, Recognizing Opportunities for Section 761(c) Retroactive Modifications

Recording of a 110-minute CPE webinar with Q&A

Conducted on Tuesday, February 21, 2017
Recorded event now available

This webinar will provide tax advisers and compliance professionals with a comprehensive guide to navigating the complexities of interpreting partnership operating agreements and applying key provisions to the Form 1065 return and accompanying schedules. The panel will offer practical suggestions for identifying ambiguous terms in partnership agreements, and will detail what advisers need to look for in reviewing operating documents for both compliance and planning purposes.


A critical but often-overlooked component of preparing a partnership tax return is a review of the partnership operating agreement. The tendency is to review the partnership documents when setting up a 1065 client but not consult with them during the return preparation. However, continuing review of partnership operating documents is essential to both tax planning and compliance functions for partnership advisers.

There are several aspects of any partnership agreement that tax advisers must review as part of the compliance process. In addition to verifying that items of gain and loss are properly allocated, advisers should also be able to identify ambiguous or conflicting terms in the operating documents.

Advisers should also recognize issues in relating the return back to the operating documents in sufficient time to recommend retroactive changes allowed by Section 761(c).

Partnership operating agreements are not always clearly drafted, and compliance advisers will encounter situations even in boilerplate documents that are difficult to interpret and report on a Form 1065 and accompanying schedules.

Listen as our experienced panel provides a thorough and practical guide to interpreting and applying partnership agreement terms onto tax returns, identifying ambiguous terms, and recognizing planning opportunities.


  1. Common terms in partnership agreements that lead to ambiguity
  2. Reviewing partnership agreement to identify conflicting or contradictory terms
  3. Section 761(c) retroactive modifications
  4. Reconciling partnership agreement terms to tax return


The panel will discuss these and other important topics:

  • Recognizing ambiguous terms in partnership operating agreements
  • Reconciling allocation provisions in agreement with the tax return
  • Applying operating agreement as a whole to identify conflicting or contradictory terms
  • Recognizing terms in the partnership agreement that might lead to a retroactive change under Sectino 761(c)

Learning Objectives

After completing this course, you will be able to:

  • Identify ambiguities in partnership operating agreements from a compliance standpoint
  • Recognize partnership operating agreement terms that are contradictory or run counter to the intent of the partnership
  • Discern when a retroactive modification under Section 761(c) is appropriate
  • Determine areas where a partnership agreement’s terms do not comport with tax reporting rules and requirements


Joseph C. Mandarino, Partner
Smith Gambrell & Russell, Atlanta

Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of businesses and transactions, including experience with compliance, planning and M&A activities for partnerships, individuals and corporations. Mr. Mandarino writes and speaks extensively on a wide range of business, tax and finance topics.

Anthony J. Rollins, Counsel
Smith Gambrell & Russell, Atlanta

Mr. Rollins is a tax attorney who focuses on representing individuals and businesses in their day to day operations, tax planning and tax controversies. He is well versed in both the planning and the controversy sides of the tax practice. He has appeared on behalf of his clients before the 2nd, 4th, 6th, 7th and 11th Circuit Courts of Appeal as well as the U.S. Tax Court, several U.S. District Courts and Georgia Supreme Court. In addition he has extensive experience working with the IRS and the Georgia Department of Revenue.

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WISS & Company

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