New IRS Partnership Audit Rules for Tax Counsel: Massive Changes to Partnership Operations and Governance

Partnership Agreement Drafting Considerations, Commercial Impacts, Transfers and Admissions of New Partners

An encore presentation featuring live Q&A

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

Conducted on Thursday, August 16, 2018

Recorded event now available

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Program Materials

This CLE/CPE video webcast will provide tax counsel with an up-to-date look at the drafting, commercial and compliance implications of the new partnership audit rules, including a discussion of recent IRS guidance on issues presented by the statute. The panel will describe the new partnership audit processes in detail, outlining the changes that facilitate IRS audits of partnerships. The speakers will offer concrete suggestions on partnership agreement drafting provisions and other changes to partnership operations in preparation in accord with the new audit processes.


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

The new law is designed to facilitate IRS audits of partnerships, thus leading to more audit frequency, and completely overhauls the Service’s approach to partnership examinations. The new 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 new law went into effect on January 1, 2018 with the Consolidated Appropriations Act enacted on March 23, 2018, addressing 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 new law, as well as incorporating the law’s provisions for all new partnership agreements.

Listen as our expert panel provides a critical analysis of the impact of the new partnership audit rules. The panel will offer insights on how to address the changes brought about by the new audit processes and detail the commercial and operation concerns arising from the new rules.



  1. Detailed discussion of new audit rules
  2. Drafting and modifications required 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 new 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 new law
  • Drafting and amending partnership agreements


Martin, Heath
Heath Martin

Davies Ward Phillips & Vineberg

Mr. Martin's experience includes partnership drafting and defending  individuals and businesses in federal and...  |  Read More

Stein, Jonathan
Jonathan Stein

Goulston & Storrs

Mr. Stein advises public and private companies, investment funds and real estate investors on corporate,...  |  Read More

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