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

A 90-minute CLE/CPE webcast with interactive Q&A


Tuesday, September 19, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 25, 2017


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.

Description

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.

Outline

  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

Benefits

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?

Learning Objectives

After completing this course, you will be able to

  • Identify tax issues that arise in real estate LLCs and LPs
  • Recognize and address common tax pitfalls in drafting real estate LLC and LP agreements
  • Ascertain liquidation alternatives for real estate LLCs and LPs
  • Distinguish target vs. layer cake allocations

Faculty

Micah W. Bloomfield, Partner
Stroock & Stroock & Lavan, New York

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.

Mayer Greenberg, Partner
Stroock & Stroock & Lavan, New York

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.

Additional faculty to be announced.


Live Webcast

Live Webcast $247.00

Includes Early Discount Savings of $50.00 (through 08/25/17)

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webcast is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


CPE on Live Event

Continuing Professional Education credit processing is available for an additional fee per person. You may register for CPE credit processing at any time before or after the program. To qualify for CPE you may not listen via the telephone.

This program is eligible for 1.5 CPE credits.

  • Field of Study: Taxes.
  • Level of Knowledge: Intermediate.
  • Advance Preparation: None.
  • Teaching Method: Seminar/Lecture.
  • Delivery Method: Group-Internet (via computer).
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of verification codes announced throughout the presentation.
  • Prerequisite: Three years+ business or public firm experience at mid-level within the organization, preparing complex tax forms and schedules; supervisory authority over other preparers/accountants. Knowledge and understanding of partnership structure, operating agreements and liquidation, including partner capital accounts, allocation and distributions.

NOTE: CPE credit processing for all attendees must be ordered by 2pm Eastern the day of the program to receive a Certificate of Attendance within 24 hours.


Recordings

CLE On-Demand - Streaming Video

Note: Self-study CPE and EA credits are not offered on this On-Demand webinar.

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 08/25/17)

How does this work?


Recorded Event

Includes full event recording plus handouts (available after encore webcast).

Note: Self-study CPE and EA credits are not offered on recorded events.

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webcast Download $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 08/25/17)

How does this work?

DVD (Slide Presentation with Audio) $247.00 plus $9.45 S&H
Available ten business days after the live event

Includes Early Discount Savings of $50.00 (through 08/25/17)

How does this work?


Registration Plus Recorded Event

Best value!

Live Webcast & Webcast Download $344.00

Includes Special Savings of $250.00 (through 08/25/17)

Live Webcast & DVD $344.00 plus $9.45 S&H

Includes Special Savings of $250.00 (through 08/25/17)


NASBA CPE Sponsor

National Registry of CPE Sponsors

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

Early Registration
Discount Deadline
August 25, 2017
(5 days)

or call 1-800-926-7926

Can't Attend the Live Program?

CLE Credits By State

See CLE State Map >

or call 1-800-926-7926

CPE Credit

Strafford is a NASBA CPE sponsor and our live webinars qualify for CPE credits. They offer you a high quality, cost effective, and convenient CPE option, with no lost travel time or expenses.

or call 1-800-926-7926

Customer Reviews

The presentation was not too long, but included a great deal of information. The speakers kept to their times and provided an opportunity for questions at the end.

Amy E. McShane

Phillips Lytle

The program covered a fair amount of material in a short time period.

Dawn Sharff

Bradley Arant Boult Cummings

The order of the presentation was good and helpful and discussion of key concepts was excellent.

Richard Maloney

GRMS

The speakers knew their topics and spoke in practical terms addressing real business risks.

Kenneth J. Clarkson

Sullivan Ward

It was a very good program with very experienced speakers.

Craig McMahon

Kimball Tirey & St. John

or call 1-800-926-7926

Real Estate Law Advisory Board

David A. Barksdale

Partner

Ballard Spahr

Jacob Bart

Partner

Stroock & Stroock & Lavan

Brian W. Blaesser

Partner

Robinson & Cole

Ronald B. Grais

Counsel

Sugar Felsenthal Grais & Hammer

Ren R. Hayhurst

Partner

Bryan Cave

Thomas C. Homburger

Of Counsel

K&L Gates

Susan C. Tarnower

Counsel

Kilpatrick Townsend & Stockton

Clark T. Thiel

Partner

Pillsbury Winthrop Shaw Pittman

or call 1-800-926-7926

Our Guarantee

Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.