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

Conducted on Tuesday, September 19, 2017

Recorded event now available

or call 1-800-926-7926
Program Materials

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.


LLCs and limited partnerships (LPs) are the preferred entities for private real estate investments. These entities allow for flexibility and flow-through tax treatment while providing liability protection to the investors.

This flexibility is accompanied by drafting complications involving items such as funding, allocation and distribution of profits, tax and audit decision making, and special tax considerations of partners.

Real estate counsel and advisors must be cognizant of the unique tax issues of real estate partnerships to avoid costly mistakes and to structure real estate partnerships and LLCs that maintain the economic advantage sought by the partners of the entity.

Listen as our authoritative panel examines the key tax issues and consequences, as well as related business arrangements of LLCs and LPs, and presents and analyzes the drafting techniques necessary to implement such arrangements.



  1. Capital Contributions – Cash and In-Kind
  2. Tax distributions and withholding
  3. Liquidation alternatives for LLCs and LPs - tax elections under sections 704 and 754
  4. Tax Audits – tax matters partner
  5. Special partners - REITs, Tax-Exempts, Foreign Partners
  6. Capital Account basics – Section 704 (b)
  7. Tax Allocations; built in gain, additional capital contributions, and dilution provisions – Section 704 (b) and (c)
  8. Liabilities - Section 752; Reg. 1.752-3(a)
  9. Disguised sales – Section 707
  10. Allocations of profits and Losses; treatment of Depreciation - Section 704(c); Reg. 1.704-3
  11. Tax boilerplate – areas of negotiation
  12. 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?


Bloomfield, Micah
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

Butler, Stephen
Stephen Butler

Kirkland & Ellis

Mr. Butler's practice focuses on the tax aspects of complex business transactions and reorganizations, with a...  |  Read More

Greenberg, Mayer
Mayer Greenberg

Stroock & Stroock & Lavan

Mr. Greenberg provides advice to domestic and foreign investors on tax implications of joint ventures, mergers,...  |  Read More

Other Formats
— Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video



CPE Not Available