Recourse and Nonrecourse Liability in Partnership Agreements

Leveraging Section 752 to Minimize Tax Impact of Partnership Liability and Debt Allocations

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

Conducted on Thursday, September 26, 2013

Recorded event now available

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Program Materials

This webinar will provide tax counsel with clarification on the complexities of characterizing partnership liabilities as recourse or nonrecourse. The panel will also explain the significant tax and economic consequences for partners caused by distinctive treatments under the Tax Code and Regulations.


IRC Section 752 makes a distinction between partnership liabilities. Tax counsel must determine the impact that the difference for recourse or nonrecourse treatment has upon a partner's tax basis to produce effective tax planning strategies.

The inherent challenges of applying Section 752 liability allocation rules are further heightened by the interplay with Section 704 allocations of income and gain.

Practitioners must be prepared to analyze and explain issues of minimum gain chargebacks and develop partnership agreement provisions to address allocations of gains from nonrecourse deductions.

Listen as our experienced panel of tax attorneys provides a guide to the distinctions between recourse and nonrecourse partnership liabilities, discussing planning techniques to leverage Section 752 to achieve optimal tax results.



  1. Overview of IRC Section 752 liabilities and interplay with Section 704 allocations
  2. Distinguishing recourse v. nonrecourse liabilities and debt
  3. Recent transactions and cases interpreting 752 allocations
  4. Planning techniques and strategies


The panel will review these and other key questions:

  • How are partnership allocations affected by the distinctions between recourse and nonrecourse liabilities?
  • What is the interplay between IRC Sections 752 and 704?
  • How can counsel effectively draft language to address nonrecourse debt?
  • What situations call for consideration of minimum gain chargeback provisions?

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


Andrew W. Ratts
Andrew W. Ratts

Winston & Strawn

He advises clients on tax issues relating to business formations, acquisitions, divestitures, debt reorganizations...  |  Read More

Jon R. Stefanik
Jon R. Stefanik

Buckingham Doolittle & Burroughs

He focuses his practice on tax planning and consulting, as well as on taxpayer representation before the IRS and...  |  Read More

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