Tax Strategies for Real Estate LLC and LP Agreements: Capital Commitments, Tax Allocations and Distributions, and More

Recording of a 90-minute CLE/CPE webinar with Q&A


Conducted on Tuesday, April 3, 2018

Recorded event now available

or call 1-800-926-7926
Program Materials

This CLE/CPE webinar will prepare real estate counsel to deal with crucial tax issues and avoid costly mistakes in structuring agreements for real estate partnerships and LLCs. The panel will offer best practices for drafting provisions that reflect effective tax compliance and planning in light of recent tax reform.

Description

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

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

Real estate counsel and advisers 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 critical tax issues, including the implications of tax reform, and consequences and related business arrangements of LLCs and LPs. The presenters will explain and analyze drafting techniques necessary to implement such mechanisms.

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Outline

  1. Tax Reform – provisions effecting LLCs and LPs
  2. Capital contributions, 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?
  • What changes should be made to LLC and LP agreements in response to the new tax law?

Faculty

Stephen Butler
Stephen Butler

Partner
Kirkland & Ellis

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

Dong, William
William Dong

Atty
Kirkland & Ellis

Mr. Dong is a tax attorney in the Houston office of Kirkland & Ellis LLP. William’s practice focuses on the...  |  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

$297

Download

CPE Not Available

$297