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Recourse and Nonrecourse Liability in Partnership Agreements

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

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

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Thursday, May 10, 2018

Recorded event now available

or call 1-800-926-7926

This CLE/CPE course will guide tax counsel and advisers on navigating the complexities of characterizing partnership liabilities as recourse or nonrecourse. The panel will explain the significant tax and economic consequences for partners caused by distinctive treatments under the current 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 optimal tax planning strategies.

The interplay with Section 704 allocations of income and gain heightens the inherent challenges of applying Section 752 liability allocation rules.

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 vs. 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 issues:

  • How are partnership allocations affected by the distinctions between recourse and nonrecourse liabilities?
  • What is the interplay between IRC Sections 752 and 704?
  • What are best practices for drafting language that addresses nonrecourse debt?
  • What situations call for consideration of minimum gain chargeback provisions?


Lodovico, Rebecca
Rebecca Lodovico
Tax Managing Director

Ms. Lodovico provides tax services to clients in a variety of industries, with a focus on closely held clients in the...  |  Read More

Schlueter, Joseph
Joseph F. Schlueter, JD, CPA
Tax Managing Director, National Partnership Group

Mr. Schlueter focuses his practice on tax and for the past 25 years has been in the tax department at a variety of...  |  Read More

Boyd, Betty
Betty J. Boyd, M.A., LL.M.
Office of Chief Counsel
Internal Revenue Service

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