Tax-Related Tips for Real Estate LLC and LLP Agreements: Capital Commitments, Tax Allocations and Distributions and More
Structuring Provisions to Achieve Tax Benefits and Avoid Common Pitfalls
Recording of a 90-minute CLE/CPE webcast with Q&A
This CLE webinar will prepare real estate counsel to deal with key tax issues and avoid costly mistakes in structuring agreements for real estate partnerships and limited liability companies (LLCs). The panel will offer best practices for drafting provisions that reflect effective tax compliance and planning.
- Capital Contributions – Cash and In-Kind
- Tax distributions and withholding
- Liquidation alternatives for LLCs and LPs - tax elections under sections 704 and 754
- Tax Audits – tax matters partner
- Special partners - REITs, Tax-Exempts, Foreign Partners
- Capital Account basics – Section 704 (b)
- Tax Allocations; built in gain, additional capital contributions, and dilution provisions – Section 704 (b) and (c)
- Liabilities - Section 752; Reg. 1.752-3(a)
- Disguised sales – Section 707
- Allocations of profits and Losses; treatment of Depreciation - Section 704(c); Reg. 1.704-3
- Tax boilerplate – areas of negotiation
- Target vs. layer cake allocation
The panel will review these and other key issues:
- What unique tax issues are inherent in real estate LLCs and LPs?
- What are the common tax pitfalls in drafting real estate LLC and LP agreements?
- What are best practices for avoiding these drafting mistakes?
Micah W. Bloomfield
Stroock & Stroock & Lavan
Mr. Bloomfield is a tax attorney whose practice emphasizes financial products. He has extensive experience on tax... | Read More
Mr. Bloomfield is a tax attorney whose practice emphasizes financial products. He has extensive experience on tax issues relating to hedge and private equity funds, and swaps and derivatives, among other financial products. He serves on the American Bar Association's Financial Transactions Committee and is the co-author of a widely used REIT book.Close
Kirkland & Ellis
Mr. Butler's practice focuses on the tax aspects of complex business transactions and reorganizations, with a... | Read More
Mr. Butler's practice focuses on the tax aspects of complex business transactions and reorganizations, with a particular concentration on private equity and real estate fund formation, infrastructure and renewable energy investments, real estate joint ventures, mergers and acquisitions, and bankruptcy restructurings. He is a published author and frequent speaker on tax issues.Close
Stroock & Stroock & Lavan
Mr. Greenberg provides advice to domestic and foreign investors on tax implications of joint ventures, mergers,... | Read More
Mr. Greenberg provides advice to domestic and foreign investors on tax implications of joint ventures, mergers, reorganizations, restructurings, and portfolio investments. He has particular experience in transactions involving real estate and energy-related assets. He advises REITs and clients with tax-exempt or other special status regarding tax consequences of investment strategies and other activities.Close