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

Brad Bedingfield
Partner
Hemenway & Barnes
Mr. Bedingfield is Chair of the firm’s Nonprofit Group. His practice concentrates on representing tax exempt... | Read More
Mr. Bedingfield is Chair of the firm’s Nonprofit Group. His practice concentrates on representing tax exempt organizations. Mr. Bedingfield assists private foundations and public charities with navigating complex tax regulations and procedures, including receipt and disposition of complex charitable gifts and participation in innovative forms of impactful philanthropy. He also advises on governance matters, guiding charities and other nonprofits through formation, reorganizations, mergers, affiliations, and dissolutions. Additionally, Mr. Bedingfield advises private clients on securing their long-term goals related to preserving and protecting their wealth and executing their philanthropic endeavors.
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Joseph M. (Joe) Giso, CPA, MST
Partner
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
Mr. Giso has more than 30 years of experience working with nonprofit organizations in the human services, healthcare, education, and cultural sectors. He provides tax consulting services that are dedicated to improving the accountability and efficiency of tax-exempt organizations, including counseling on their ongoing compliance with federal, state, and local agencies. Additionally, Mr. Giso has expertise in the area of organizational tax and reporting compliance. He has been a featured speaker and author for newsletter and journal articles on the topics of tax planning/compliance/consulting and executive compensation.
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Janicelynn Asamoto Park
Partner
Proskauer Rose
Ms. Park is a partner in the Tax Department and a member of the Private Funds Group. She counsels fund sponsors... | Read More
Ms. Park is a partner in the Tax Department and a member of the Private Funds Group. She counsels fund sponsors and their investors as to the tax and economic considerations relating to forming, operating, and investing in private investment funds, co-investment vehicles, and other investment partnerships across asset classes. Ms. Park also regularly advises investors and sponsors in buy-side and sell-side secondary transactions (including in connection with GP-led fund restructurings). Her practice also includes advising on domestic and cross-border financings and investments, inbound and outbound private mergers and acquisitions, and equity-compensation arrangements. Ms. Park currently serves on the board of Reach Out and Read of Greater New York, a not-for-profit organization that partners with physicians to promote early literacy in low-income communities.
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