Real Estate Partnership and Joint Venture Agreements: Tax Challenges

Structuring Provisions to Achieve Tax Benefits and Avoid Common Pitfalls

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

Conducted on Wednesday, August 29, 2012

Recorded event now available

or call 1-800-926-7926
Course Materials

This teleconference will advise real estate counsel on key tax issues in order to avoid pitfalls in structuring agreements for real estate partnerships and joint ventures. The panel will offer best practices for crafting provisions that reflect effective tax compliance and planning.


Strategically structuring agreements for real estate partnerships and joint ventures is particularly complex when it comes to federal and state tax considerations such as the allocation of income, gains, losses, deductions, credits, sales and liquidations.

In order to achieve the partnership's goals while minimizing tax for the entity and its members, counsel must take a comprehensive approach to structuring an agreement. The agreement must anticipate the tax benefits and pitfalls inherent in real estate partnerships and joint ventures.

Real estate counsel and advisors must be cognizant of the unique tax issues of real estate partnerships to avoid costly mistakes and structure real estate partnerships and joint ventures that maintain the economic advantage sought by the formers of the entity.

Listen as our authoritative panel examines the key tax issues and consequences that real estate counsel must consider when drafting the partnership agreement for a real estate partnership or joint venture in order to maintain the economic advantage of the partnership.



  1. Partnership/joint venture formation
    1. Cash capital contributions
    2. Liabilities
    3. In-kind capital contributions
    4. Disguised sales
    5. Additional capital contributions and dilution provisions
  2. General partner's carry or promote
  3. Allocations and distributions
    1. General allocations of profits and losses
    2. Special allocations, including depreciation
    3. Sale or exchange of contributed property
    4. Current distributions/basis considerations
  4. Sale of assets and liquidation
    1. Allocation of gain or loss
    2. Determining liquidating distributions
    3. Sale of interests


The panel will review these and other key questions:

  • What unique tax issues are inherent in real estate partnerships and joint ventures?
  • What are the common tax pitfalls in drafting real estate partnership agreements and what are best practices for avoiding these drafting mistakes?
  • What specialized issues must be considered in giving partners an interest in exchange for services?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Saba Ashraf
Saba Ashraf

McKenna Long & Aldridge

She concentrates on the structuring and effecting of complex business transactions. Her practice focuses on corporate...  |  Read More

Allen B. Walburn
Allen B. Walburn

Allen Matkins

Mr. Walburn has extensive experience in a broad range of taxation matters, including corporate and partnership...  |  Read More

Carey W. Smith
Carey W. Smith

Arnold & Porter

He negotiates and documents sophisticated joint venture, private equity and debt placement arrangements, primarily in...  |  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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