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IRS Partnership Audit Rules for Tax Counsel: Partnership Agreement Drafting Considerations, Transfers, and More

Recording of a 90-minute premium CLE/CPE video webinar with Q&A

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Conducted on Tuesday, October 24, 2023

Recorded event now available

or call 1-800-926-7926

This CLE/CPE webinar will provide tax counsel with an up-to-date look at the drafting, commercial, and compliance implications of the partnership audit rules, including a discussion of recent IRS enforcement actions. The panel will describe the partnership audit processes in detail, outlining the key items that facilitate IRS audits of partnerships. The speakers will offer concrete suggestions on partnership agreement drafting provisions and other changes to partnership operations in accordance with the audit processes.


The partnership audit rules allow the IRS to audit partnerships at the entity level and assess and collect taxes against the partnership unless the partnership elects out of the regime. These rules impact the formation and operations of partnerships, as well as the disposition of partnership interests and admission of new partners.

The rules are designed to facilitate IRS audits of partnerships, thus leading to more audit frequency. This audit approach has a significant effect on the drafting of partnership agreements. Tax counsel will have to consider issues such as protection of minority partners and specifying which party will bear the cost of taxes imposed at the partnership level.

The partnership audit rules also address a number of procedural and substantive rules. Tax counsel should evaluate existing partnership agreements to prepare clients for the commercial, operational, and compliance impact of the partnership audit rules.

Listen as our expert panel provides a critical analysis of the impact of the partnership audit rules on the operations, transactions, and other aspects of partnerships.



  1. Detailed discussion of audit rules
  2. Drafting and modifications for existing partnership agreements
  3. Alternate procedures for partnerships seeking to opt out of entity-level assessments
  4. Impact on transfers of partnership interests and admission of new partners
  5. Procedural protections for minority partners


The panel will discuss these and other critical issues concerning the IRS partnership audit processes:

  • How the entity-level change facilitates IRS audits
  • Elimination of concept of "tax matters partner" and requirement of "tax representative" with authority to represent the partnership in an audit
  • Commercial and transactional issues arising from the partnership audit rules
  • Drafting and amending partnership agreements


Segal, Leah
Leah B. Segal

Goulston & Storrs

Ms. Segal is a tax lawyer who counsels clients in a wide range of domestic and cross-border transactions,...  |  Read More

Williams, Alexandria
Alexandria (Andria) Williams

Goulston & Storrs

Ms. Williams is an attorney in the firm’s tax group advising U.S. corporations, S corporations, and REITs. She...  |  Read More

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