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Complex Tax Provisions in LLC Operating Agreements: Minimum Gain Chargeback, Waterfall Allocations, QIOs

Note: CLE credit is not offered on this program

A live 110-minute CPE webinar with interactive Q&A

This program is included with the Strafford CPE 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.

Monday, December 16, 2024

1:00pm-2:50pm EST, 10:00am-11:50am PST

(Alert: Event date has changed from 11/5/2024!)

or call 1-800-926-7926
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This course will examine complex tax clauses in operating agreements to assist tax practitioners in identifying and implementing these key provisions in accordance with partners' expectations and existing regulations.

Description

Many operating agreements include targeted capital account balances to affect preferential distributions to partners. Partners can receive preferential returns, then the return of capital contributions, and finally distributions relative to their partnership interests. These tiered or waterfall distributions are rife with complexities that must be grasped by advisers working with partnerships and LLCs.

Listen as Jeffrey Clayman, CPA, JD, LLM, Tax Senior Manager at Withum Smith+Brown, walks you through examples of difficult provisions in operating agreements, including waterfall allocations, minimum gain chargebacks, qualified income offsets, and liquidating distributions. Tax practitioners must identify, interpret, and apply the most complex provisions in LLC agreements to properly allocate income, deductions, and gains and losses from dispositions of partnership interests.

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Outline

  1. Complex provisions in LLC agreements: an introduction
  2. Meeting the regulatory safe harbors
  3. Understanding minimum gain
  4. DROs vs. qualified income offsets
  5. Liquidation according to positive capital accounts vs. target capital accounts
  6. Layer cake allocations and waterfalls

Benefits

The panelist will review these and other key issues:

  • Identifying waterfall allocation clauses in LLC agreements
  • Calculating target capital account allocations
  • Ensuring partnerships meet regulatory safe harbors for allocations
  • Analyzing special allocations

Faculty

Alfonsi, John
John T. Alfonsi, CPA
Managing Director
Cendrowski Corporate Advisors

Mr. Alfonsi has 25 years of tax consulting, business valuation, litigation support and forensic accounting experience....  |  Read More

Mandarino, Joseph
Joseph C. Mandarino
Partner
Smith Gambrell & Russell

Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of...  |  Read More

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