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
Recording of a 90-minute premium CLE/CPE video webinar with Q&A
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.
Outline
- Capital contributions, tax distributions, and withholding
- Liquidation alternatives for LLCs and LPs: tax elections under Sections 704 and 754
- Tax audits
- 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
Benefits
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?
Faculty
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
Mr. Rappaport counsels clients on technical and complex tax issues. He works closely with closely held business owners, real estate investors/developers, and high net worth families. He advises clients on a wide array of issues including, generational wealth transfer, family business succession, tax structuring of mergers, acquisitions and reorganizations of business entities, windfall planning for major liquidity events, tax provisions of operating agreements, 1031 Exchanges, conversion of investment real estate, and audits hinging on the outcome of a highly technical issue.
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Louis Tuchman
Partner, Chair Tax Department
Herrick, Feinstein
Mr. Tuchman counsels clients by addressing the tax implications of transactions, financings, litigations,... | Read More
Mr. Tuchman counsels clients by addressing the tax implications of transactions, financings, litigations, restructurings, contracts and other matters. He advises clients in connection with mergers and acquisitions, net operating loss carryovers and consolidated returns, and counsels entities as to the tax consequences and considerations of loan workouts, both in and out of bankruptcy. He works extensively in structuring real estate investments, focusing on partnerships and limited liability companies, particularly as they are employed in connection with cross-border investments. His experience encompasses large-scale commercial and residential deals, REITs and REMICs, tax-free exchanges and transfer taxes.
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Michael Wiener
Partner
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
Mr. Wiener is an expert in structuring all types of tax-deferred Section 1031 exchange transactions, including forward exchanges, reverse exchanges, and build-to-suit exchanges. He has extensive experience structuring real estate dispositions by partnerships and limited liability companies where either the partners or members want to exchange separately or only some partners or members want to exchange while others want to sell for cash. Mr. Wiener also has deep expertise structuring real estate acquisitions where multiple purchasers are completing exchanges or where fresh cash is being invested alongside exchange proceeds. He has substantial experience structuring joint ventures and both negotiating and drafting complex distribution and tax allocation provisions in partnership agreements and limited liability company operating agreements. Mr. Wiener also has experience drafting the non-tax portions of joint venture agreements, such as management provisions and transfer restrictions.
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