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Taxing Joint Ventures: Maximizing Profits Extraction, Partnership vs. Corporation, Proposed FASB ASU on JV Formations

Note: CLE credit is not offered on this program

Recording of a 110-minute CPE webinar with Q&A

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Conducted on Monday, November 13, 2023

Recorded event now available

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This webinar will review the tax considerations of joint ventures (JVs). Our panel of flow-through experts will explain what constitutes a JV, discuss when a JV should be taxed as a corporation vs. a partnership, and provide scenarios that point out missteps to avoid and ways to limit taxes paid by JV participants.


There are significant differences between partnerships and JVs. Both involve two or more individuals; however, a JV is viable for the duration of a specific project, while a partnership is a business activity undertaken to generate a profit.

Structuring a JV is a crucial consideration at formation that can help mitigate tax leakage. Practitioners should ensure a JV is structured to maximize profits extracted by minimizing tax consequences. Recently, the FASB released a proposed Accounting Standards Update, Business Combinations --- Joint Venture Formations (Subtopic 805-60), to offer guidance that was lacking on accounting for these initial contributions and the measurement of assets and liabilities contributed to JVs.

Adding to the confusion is the varying state treatment of JVs and whether the venture is taxed as a partnership or perhaps, treated as a corporation. Tax practitioners working with joint business ventures need to understand the nuances of the tax consequences of these entities.

Listen as our panel of structuring experts explains the ins and outs of JVs, focusing on critical considerations to limit taxes paid.



  1. Joint ventures: an introduction
  2. Structuring
  3. Asset contributions
  4. Extracting profits
  5. FASB ASU on JV formations
  6. Joint ventures involving tax exempt orgs
  7. Use of Corporate Blocker, section 168(h) election
  8. State tax and other issues
  9. Examples


The panel will cover these and other critical issues:

  • Key differences between partnerships and JVs
  • When a JV should consider making an election to be taxed as a corporation
  • Varying state treatment of JVs
  • Specific scenarios detailing the tax consequences of JVs


Gilbert, David A.
David A. Gilbert

Of Counsel
Blank Rome

Mr. Gilbert represents domestic and international clients in a wide range of federal, state, and local tax matters. He...  |  Read More

Ortego, Justin
Justin Ortego

Managing Director

Mr. Ortego serves as a managing director for BDO’s Accounting & Reporting Advisory Services group...  |  Read More

Sanders, Michael
Michael I. Sanders

Blank Rome

Mr. Sanders focuses his practice in the area of taxation, particularly in matters affecting partnerships, limited...  |  Read More

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