Admitting New Partners: Tax Consequences
Section 704(c) Allocations, Section 754 Step-Up Elections, Section 751 Hot Assets, Disguised Sales, Operating Agreement Provisions
Note: CLE credit is not offered on this program
Recording of a 110-minute CPE webinar with Q&A
This webinar will address key tax issues that arise with the admission of a new partner into a partnership. Our panel of seasoned flow-through entity experts will explain the application of relative IRC provisions, including Section 704(c) allocations, Section 754 step-up elections, "hot assets" under Section 751, and other matters.
Outline
- Tax consequences of new partner admissions: introduction
- Operating agreement provisions
- Section 704(c) allocations
- Section 754 basis step-up election
- Section 751 hot assets
- Disguised sales
- Equity vs. service partners
- Self-employment tax
- Other matters
Benefits
The panel will cover these and other key issues:
- Special allocations for contributed property under Section 704(c)
- Distributions of cash or property that trigger the disguised sale rules
- Key provisions in the operating agreement impacting the admission of partners
- The tax ramifications of Section 751 hot assets on the admission of new partners
Faculty
Thomas Gray
Partner
Troutman Pepper Locke
With a background in both accounting and law, Mr. Gray focuses his practice on the tax aspects of corporate and... | Read More
With a background in both accounting and law, Mr. Gray focuses his practice on the tax aspects of corporate and partnership transactions, including mergers and acquisitions, reorganizations, restructuring, spin-offs, and equity and debt financings. Additionally, he advises clients on the special tax considerations related to regulated investment companies and real estate investment trusts. Mr. Gray’s experience also includes advising domestic and offshore clients on cross-border tax matters; representing hedge funds on fund structuring and the tax consequences of investments; advising private equity fund investors, including university endowments; negotiating, reviewing, and drafting the tax aspects of stock and asset purchase agreements, partnership agreements and credit agreements; and advising clients on the restructuring of financially troubled entities.
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Eric Larson
Partner
Troutman Pepper Locke
Mr. Larson assists clients by providing tax and structure analysis for business transactions involving... | Read More
Mr. Larson assists clients by providing tax and structure analysis for business transactions involving partnerships, limited liability companies, corporations, and tax-exempt entities. His experience includes formations, mergers, conversions, taxable asset and stock acquisitions, and liquidations, from both a federal and a state tax perspective. Mr. Larson has extensive experience in drafting limited liability company agreements and partnership agreements containing complex tax allocation provisions, buy/sell rights, and detailed management provisions.
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