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Tax Strategies for Real Estate LLC and LP Agreements: Maintaining an Economic Advantage; Avoiding Costly Mistakes

Funding, Allocation and Distribution of Profits; Tax and Audit Decision Making; Unique Tax Considerations of Partners

A live 90-minute premium CLE/CPE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Tuesday, June 18, 2024 (in 3 days)

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926

This CLE/CPE course 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.


LLCs and 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 mindful 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, consequences, and related business arrangements of LLCs and LPs. The presenters will explain and analyze the drafting techniques necessary to implement such mechanisms.



  1. Capital contributions, tax distributions, and withholding
  2. Liquidation alternatives for LLCs and LPs: tax elections under Sections 704 and 754
  3. Tax audits
  4. Special partners: REITs, tax-exempts, foreign partners
  5. Capital account basics: Section 704(b)
  6. Tax allocations; built-in gain, additional capital contributions, and dilution provisions--Section 704(b) and (c)
  7. Liabilities: Section 752; Reg. 1.752-3(a)
  8. Disguised sales: Section 707
  9. Allocations of profits and losses; treatment of depreciation--Section 704(c); Reg. 1.704-3
  10. Tax boilerplate: areas of negotiation
  11. Target vs. layer cake allocation


The panel will review these and other key issues:

  • What are the unique tax issues 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?


Rappaport, Matthew
Matthew E. Rappaport, Esq., LL.M.

Vice Managing Partner
Falcon Rappaport & Berkman

Mr. Rappaport counsels clients on technical and complex tax issues. He works closely with closely held business owners,...  |  Read More

Tuchman, Louis
Louis Tuchman

Partner, Chair Tax Department
Herrick, Feinstein

Mr. Tuchman counsels clients by addressing the tax implications of transactions, financings, litigations,...  |  Read More

Wiener, Michael
Michael Wiener

Greenberg Glusker Fields Claman & Machtinger

Mr. Wiener is an expert in structuring all types of tax-deferred Section 1031 exchange transactions, including forward...  |  Read More

Attend on June 18

See NASBA details.

Cannot Attend June 18?

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. CPE credit is not available on recordings. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video