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Reporting UBTI From Investments in Partnerships and S Corporations

Footnotes and Separate Disclosures, UDFI Exemptions

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

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Conducted on Wednesday, August 12, 2020

Recorded event now available

or call 1-800-926-7926

This course will provide a comprehensive and practical guide into the rules governing unrelated business income tax on unrelated business taxable income (UBTI) as applied to partnerships and S corporations. The panel will discuss the reporting requirements imposed on tax advisers serving pass-through entities that have exempt organizations as partners or shareholders. The webinar will cover the specific reporting challenges facing tiered partnerships and the effect of the proposed siloing regulations on reporting. It will offer valuable guidance on completing the required disclosures to accompany the partnership Schedule K-1.


An often-overlooked challenge for advisers of pass-through entities in preparing partnership and S corporation tax returns is the presence of exempt organizations as partners or shareholders. Partnerships are required to furnish their partners with the information necessary to compute their distributive share of partnership income and deductions from any unrelated trade or business. Box 20, Code V on the Schedule K-1 should indicate the amount of unrelated business income.

However, the UBTI information is often buried in footnotes, or the impact of UBTI is not accurately addressed at all. For partnerships with exempt org partners, accurate reporting of UBTI is critical to the exempt partner's tax return.

Tax advisers preparing partnership tax returns should consider making separate disclosures detailing UBTI that would be reportable by exempt organization partners. If the partnership holds debt-financed property as assets, this becomes especially critical because the exempt org partner is subject to reporting and payment obligations. Section 514(c)(9) qualified-organization rules may offer relief from unrelated debt-financed income (UDFI) obligations, so the partnership K-1 must identify UDFI in its K-1 disclosures.

Listen as our panel of experienced advisers provides a comprehensive and practical guide to K-1 reporting of UBTI and UDFI for exempt organization partners.



  1. Definition of Unrelated Business Income (UBI)
    1. Understanding UBTI - Background, Overview, and Consequences
    2. Recent Legislation under Section 512(a)(6) – SILO Rule
    3. Debt Financed Property and UDFI, or “unrelated debt-financed income”
  2. Alternative Revenue - Partnerships
    1. Partnership Considerations – Fundamentals and Reporting
    2. Partnership Investments – Review of Form K-1
    3. Planning Considerations - Summary


The panel will discuss these and other important issues:

  • Understanding situations in which UBTI is a risk and how to inquire further with the exempt organization
  • How to identify risks to the exempt organization's tax exemption
  • Fundamentals of calculating UDFI and exempt organization tax liability
  • How to structure exempt organization investments to minimize exposure to UBTI


Bedingfield, Brad
Brad Bedingfield

Hemenway & Barnes

Mr. Bedingfield is Chair of the firm’s Nonprofit Group. His practice concentrates on representing tax exempt...  |  Read More

Giso, Joseph
Joseph M. (Joe) Giso, CPA, MST

Johnson O'Connor Feron & Carucci

Mr. Giso has more than 30 years of experience working with nonprofit organizations in the human services, healthcare,...  |  Read More

Park, Janicelynn
Janicelynn Asamoto Park

Proskauer Rose

Ms. Park counsels fund managers and investors on the tax and economic consequences of forming, operating, and investing...  |  Read More

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