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

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.

Conducted on Tuesday, February 21, 2017

Recorded event now available

or call 1-800-926-7926
Course Materials

This course 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)


Mandarino, Joseph
Joseph C. Mandarino

Smith Gambrell & Russell

Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of...  |  Read More

Anthony J. Rollins
Anthony J. Rollins

Smith Gambrell & Russell

Mr. Rollins is a tax attorney who focuses on representing individuals and businesses in their day to day operations,...  |  Read More

Access Anytime, Anywhere

CPE credit is not available on downloads.