Partnership Agreements

News & Analysis as of

Radical New Partnership Audit Rules

Last week, President Obama signed H.R. 1314, the Bipartisan Budget Act of 2015 (the “Legislation”), which dramatically changes the manner in which partnerships (and LLC’s taxed as partnerships) are audited and taxed by the...more

Important Revisions to Partnership Tax Audit and Payment Rules

The recently enacted 2015 Budget Act includes a dramatic change in the rules for tax audits of, and the payment of tax deficiencies by, partnerships (including limited liability companies that are taxable as partnerships)....more

Congress Overhauls the Partnership Tax Audit Rules

On November 2, 2015, President Obama signed the Bipartisan Budget Act of 2015 (the “Bill”), which repeals the TEFRA Unified Audit Procedures and replaces them with a radically modified “corporate” model for partnership tax...more

Partnership Audit and Tax Collection Rules Undergo Fundamental Change

Under the default rule, any adjustment to partnership items or allocations among the partners will be determined, and any tax (including interest and penalties) attributable to adjustments will be collected, at the...more

Partnership-Level Tax Under New Audit Rules

The Bipartisan Budget Act of 2015, signed into law on November 2, 2015, has significantly changed the partnership tax audit rules, effective for tax years beginning after December 31, 2017. Under the current partnership...more

Sweeping Change to Partnership Tax Audit Procedures

A major change to partnership audits was signed into place by President Barack Obama on November 2nd following the passage of the Bipartisan Budget Act of 2015 by Congress on October 30th. Previously, partnerships with more...more

New Legislation Makes Sweeping Changes Impacting All Partnerships

All partnerships will be audited at the entity level unless they have 100 or fewer partners AND no partnerships as direct partners. The two-year budget plan passed by Congress on October 30, 2015, and expected to be...more

Congress Passes Partnership Audit Reform – Obama Expected to Sign

Last week the Senate passed H.R. 1314 (The Bipartisan Budget Act of 2015), which will completely change the way partnerships (and LLCs taxed as partnerships) are audited.  The House passed the legislation on Wednesday and it...more

9th Circuit Disregards Purported Related-Party Partnership

In DJB Holding Corp. the 9th Circuit concluded that a purported related-party partnership was not a bona fide partnership for tax purposes and taxable income was redirected to the taxable C corporation performing the...more

Chancery Dismisses Complaint for Failure to Allege Noncompliance

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more

When It’s Time for Your Co-Founder to Go

Every start-up begins with high hopes. You and your co-founders are “all in,” fully committed to the success of your company. You have big ambitions and everyone is bringing something to the table. But time brings...more

Mind Your Real Estate Partnership Agreement Even In Bad Times (or be prepared to pay “reliance damages”)

Most sophisticated real estate investors are wise enough to know that they should abide by the terms of their investment entity’s governing agreement — the partnership agreement or LLC operating agreement. When times are...more

"IRS Proposes Regulations Addressing Profits Interests, Investment Fund Fee Waiver Arrangements"

On July 23, 2015, the Internal Revenue Service (IRS) and the Treasury Department proposed regulations that address the tax treatment of certain partnership interests issued in exchange for services. Of particular note, the...more

Recent Cases of Interest to Fiduciaries

In re Estate of House, 2014 Wash. App. LEXIS 3006 (Wash. Ct. App. 2014) - A release waiving any and all claims that the parties may have or may acquire, bars recovery for unknown claims existing at the time the release...more

Changes on the Horizon? IRS Announces New Plans to Recharacterize Management Fee Waiver Arrangements

On July 22, 2015, the IRS released proposed regulations that could limit the utility of “management fee waiver” arrangements (the “Proposed Regulations”). Management fees generally are taxable as compensation income....more

IRS Issues Proposed Regulations Relating to Disguised Payments for Services and Discussing Tax Treatment of Management Fee Waiver...

On Wednesday July 22, 2015, the Internal Revenue Service (“IRS”) issued Proposed Regulations (REG-115452-14) providing guidance to partnerships and partners as to whether an arrangement between a partnership and a service...more

Proposed IRS Regulations Target Management Fee Waiver Arrangements

On July 22, 2015, the Treasury Department and the Internal Revenue Service (“IRS”) released proposed regulations (the “Proposed Regulations”) regarding disguised payments for services under Section 707(a)(2)(A) of the...more

New Proposed Treasury Regulations Focus on Management Fee Waivers

On July 22, 2015, the U.S. Treasury Department and Internal Revenue Service released proposed regulations under Section 707(a)(2)(A) of the Internal Revenue Code relating to disguised payments for services between partners...more

2015 Amendments to Delaware Alternative Entity Acts

New amendments affect Delaware general partnerships, limited liability partnerships, limited partnerships and limited liability companies. On July 24, Delaware Governor Jack Markell signed into law several amendments to...more

Proposed Regulations on Disguised Payments for Services and Management Fee Waivers

On July 23, 2015, the Internal Revenue Service (“IRS”) issued a Notice of Proposed Rulemaking (the “Notice”) which proposed Treasury regulations under Section 707(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the...more

Trends for Early-Stage Investing in Emerging Managers

The current environment for early-stage investing with emerging managers reflects an increasing number and variety of early-stage investments firms, an increasing pool of talented emerging managers, and a growing number and...more

P3s: Managing Risks and Rewards

Overview - Successful P3s—Public-Private Partnerships—can be blessings for state and local governments searching for new ways to finance many types of critical “infrastructure”—roads, schools, prisons, and more—and...more

A ‘Clothes’ Call: Anticipating IP Issues in Partnerships

Breaking up is hard to do, in business as in life. Take the story of ‘T’ and ‘M.’ Fresh out of school, T had the vision for a clothing line. The line would be a blend of two cultures, just like its creator: Peruvian and...more

In a Business Owners Agreement, Should All Owners Be Equal?

Good business planning involves owners of the company developing and entering into a shareholders agreement, operating agreement or partnership agreement (owners agreement). A good owners agreement will allow the owners to...more

Who Runs my Joint Venture?

One of the primary purposes of a written partnership (or limited liability company (LLC) operating) agreement is to establish rights and obligations for management. In a general partnership or joint venture, any partner or...more

35 Results
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.