e.Planners Educational Alliance
Las Vegas Spring Event
April 3 – 5, 2014
Trump International Hotel – Las Vegas
2000 Fashion Show Drive
Las Vegas, NV 89109
Thursday – April 3, 2014 – Special Session - A Survey of Partnership Tax Law
Presented by: Scuyler Kurlbaum, Carol Schaner, Craig Stone
Time
4:00 – 4:30 p.m.
Topic / Event
Continental Breakfast
Welcome; Introductions
Session I - Formation Issues
Break
Session II - Operational Issues
Lunch
Session II (cont’d)
Session III - Changes of Partnership Interests
& Termination
Break
Session III (cont’d)
Session IV – Planning Opportunities
Q&A; Closing
6:00 – 7:00 p.m.
7:00 p.m.+
Cocktail Reception
Dutch Dinner – To Be Announced
8:00 – 8:30 a.m.
8:30 – 9:00 a.m.
9:00 – 10:45 a.m.
10:45 – 11:00 a.m.
11:00 – 12:00 p.m.
12:00 – 1:00 p.m.
1:00 – 2:00 p.m.
2:00 – 2:45 p.m.
2:45 – 3:00 p.m.
3:00 – 4:00 p.m.
Outline / Topic
I.
Assigned
Time
FORMATION ISSUES
A.
What exactly is a “Partnership”?
B.
Working Tour of Form 1065 /
Schedule K-1
C.
Formation of Partnership
Structures
1
Craig
18 mins.
Sky
18 mins.
Carol
18 mins.
Outline / Topic
D.
Technical Tax Requirements
E.
Tax Basis Overview– Inside vs.
Outside Basis
F.
Tax Basis Basics – Capital
Accounts
II.
Assigned
Self-Employment Tax
B.
Profit Interests
C.
Guaranteed Payments
D.
Distributions – Getting money out
of the partnership
18 mins.
Craig
18 mins.
Craig
20 – 30 mins.
Sky
20 – 30 mins.
Carol
20 – 30 mins.
Craig
20 – 30 mins.
Sky
15 mins.
Carol
15 mins.
Craig
15 mins.
Craig / Sky / Carol
15 mins.
Craig / Sky / Carol
15 mins.
Craig / Sky / Carol
15 mins.
Craig / Sky / Carol
15 mins.
CHANGES OF PARTNERSHIP
INTERESTS & TERMINATION
A.
Death of a Partner
B.
Other Changes of Interest
C.
Termination
IV.
Carol
OPERATIONAL ISSUES
A.
III.
Sky
Time
18 mins.
PLANNING OPPORTUNITIES
A.
Income Tax
B.
Transfer Tax
C.
Tax-free Exchanges of Property
D.
Paul Lee Follow-up
2
I.
FORMATION ISSUES
A. What exactly is a “Partnership”?
1. Pass through entity basics
2. Choice of entity option
3. “Check the box” rules
4. Election to be excluded from partnership rules
B. What are all those lines about? A working tour of the Form 1065 and Schedule K1
1. Exhibit “A” - Form 1065
2. Exhibit “B” – Schedule K-1
3. Exhibit “C” – Tax Return Instructions
C. Formation of Partnership Structures
1. Federal vs. State law distinctions
2. Partnership Entities
i. General Partnership
ii.
Limited Partnership
a. LLP
b. LLLP
iii.
Family Partnership
iv.
LLC
a. Series LLC
v.
Joint Venture
vi.
Syndicates
D. Technical Tax Requirements
1. Partnership anti-abuse rules
2.
3. Allocations of profits, losses, deductions & credits
i. Substantial economic effect
ii.
“Straight-up” vs. Special Allocations
4. Qualified income offsets
5. Non-recourse deductions
6. Distributions vs. Loans
7. Exhibit “D” – LLC Operating Agreement
E. Tax Basis Overview – Inside vs. Outside Basis
1. Inside Basis
2. Outside Basis
3. Correlation to Capital Accounts
4. Rules and Implications
F. Tax Basis Basics – Capital Accounts
1. What is tax basis?
3
2.
3.
4.
5.
6.
Contributions – assets vs. services
Holding periods
Adjustments to basis
Allocation of basis between partners
Comparison to C vs. S Corporations
7.
II.
OPERATIONAL ISSUES
A. Self-employment tax
1. General Partner vs. Limited Partner vs. LLC Member
2. Employee status
B. Profit Interests
1. Creating and understanding
C. Guaranteed Payments
1. Comparison to other kinds of payments / distributions
D. Distributions – Getting money out of the partnership
1. Liquidating
2. Non-liquidating
3. Disproportionate distributions - “Hot assets”
4. Gain or loss; holding period
III.
CHANGES OF PARTNERSHIP INTERESTS & TERMINATION
A. Death of a Partner
1. General consequences
i. Allocation of payment between income and property
2. Basis adjustment - the infamous Sec. 754 election
3. Termination issues
B. Other Changes of Interests
1. Divorce
2. Disability
3. Withdrawal
4. Removal
5. Liquidation vs. sale of Interests
6. Sale or exchange of Interests
7. Sale of business vs. assets
C. Termination
1. Causes & implications
2. Liquidating partnership assets vs. distributions
IV.
PLANNING OPPORTUNITIES (use Diagrams)
4
A.
B.
C.
D.
Income tax planning
Transfer tax planning
Tax-free exchanges of property – include reference to resource articles
What the heck was Paul Lee talking about? – reference to outline
5