Multistate Tax Treatment of Multi-Tier Partnerships: State Tax Issues for Nonresident Tiered Pass-Through Entities

Reconciling State Recognition Rules, Apportionment from Lower-Tier Pass-Through Entities, Withholding Requirements

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

Conducted on Thursday, October 31, 2019

Recorded event now available

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Course Materials

This CLE/CPE course will provide tax counsel, advisers, and compliance professionals with a practical guide to navigating the state tax complexities involved in multi-tiered partnerships. The panel will discuss various state rules governing apportionment of income from lower-tier pass-through entities, withholding requirements, and state approaches to honoring IRC 743(b) adjustments from the upper-tier to lower-tier partnerships.


A significant challenge for tax counsel, advisers, and compliance professionals advising tiered partnerships is determining various states' tax treatment of tiered entities, mainly when a lower-tier partnership is located in a state different from the upper-tier owner. Because of the inconsistency in various state treatments, complex and conflicting rules in determining how the upper-tier entity resident state will treat pass-through items of income and loss from lower-tier entities creates potential compliance pitfalls for taxpayers.

Counsel and advisers to upper-tier partnerships must determine how the resident state treats the entity's lower-tier pass-through items. Ascertaining whether the lower-tier partnership's apportionment factors flow through to the upper-tier entity materially affects the income/loss calculations of the partnership.

Likewise, navigating states' withholding requirements and determining when a lower-tier's resident state allows, or mandates, composite filings is also crucial. Identifying the factors that determine the state tax treatment of multi-tier partnerships (when the lower-tier partnership is non-resident) is critical to establishing tax treatment.

Listen as our experienced panel offers a practical guide to navigating multistate complexities and approaches to taxing tiered partnerships with nonresident lower-tiers.



  1. Identifying multi-tier partnerships with multistate filing requirements
  2. Determining whether lower-tier apportionment factors flow through to an upper-tier partner
  3. Withholding requirements
  4. Composite return rules and exceptions for multi-tier partnerships


The panel will review these and other vital questions:

  • State rules allowing lower-tier partnership's apportionment factors to flow through to the upper-tier partner
  • The impact of tiered partnerships on withholding requirements for nonresident partners
  • The impact of a partnership's status as a tiered entity on composite return requirements
  • States allowing tax attributes to flow through to the upper-tier partnership


Gorrod, William
William H. Gorrod

Of Counsel
Morrison & Foerster

Mr. Gorrod focuses his practice on state and local tax planning, compliance, and corporate transactions on a multistate...  |  Read More

Zavaglia, Cosimo
Cosimo A. Zavaglia

Morgan Lewis

Mr. Zavaglia advises corporations, partnerships, and individuals on state and local tax controversy, planning, and...  |  Read More

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Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.

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