About the Course
Introduction
This CLE/CPE course will guide tax counsel on the available tax planning strategies in structuring tiered partnerships. The panel will discuss tax considerations for structuring tiered partnerships, treatment of allocations and deductions, the impact of tax reform and IRS partnership audit rules, the application of Sec. 743, and practical methods to avoid tax traps associated with tiered structures.
Description
Tiered partnership arrangements are ownership structures where one pass-through entity, a lower-tier entity, is owned by one or more other taxable entities, an upper-tier entity, allowing limited liability, asset protection, and tax advantages for owners. Despite these advantages, implementing tiered structures involves a careful analysis of complex rules and regulations to avoid unintended tax consequences.
Beyond the planning methods associated with the protection of assets and shielding liability, one of the most complex areas related to tiered partnership arrangements involves the contribution of property. Tiered partnership rules under Sections 704(c) and 743(b) may not yield the expected tax benefits to a taxpayer. For instance, a taxpayer who pays fair market value for a partnership interest with associated Section 704(c) property may not receive the desired tax deduction if the property is subsequently contributed to another partnership. An understanding of structuring methods to work around this issue will avoid this result.
In addition to structuring obstacles relating to the contribution of property and the treatment of allocations and deductions, tax counsel and advisers must consider items provided under tax reform, such as the applicability of the 20 percent pass-through tax deduction. Furthermore, tax advisers should analyze the IRS partnership audit rules allowing a push-out election.
Listen as our panel explains tax rules impacting tiered partnership arrangements, treatment of allocations and deductions in the contribution of property, the impact of tax reform and IRS partnership audit rules, and effective methods to avoid unintended tax consequences to taxpayers.
Presented By
Mr. Egli is a managing director in the tax services group at Crowe. He specializes in federal partnership tax consulting services and regularly assists with UP-C/SPAC and private equity transactions and other partnership planning opportunities. Mr. Egli also assists with Crowe Tax News Highlights and has written for the Tax Adviser.
Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of businesses and transactions, including experience with compliance, planning and M&A activities for partnerships, individuals and corporations. Mr. Mandarino’s practice also includes representation in tax controversy work. He writes and speaks extensively on a wide range of business, tax and finance topics.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Thursday, January 8, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Treatment of allocations and deductions in tiered partnerships
II. Contributions of property and Section 743(b)
III. Obstacles in issuing profits interest and other equity incentives in tiered structures
IV. Impact of tax reform and IRS partnership audit rules
V. Effective methods in avoiding tax traps and best practices for tax counsel
The panel will review these and other critical issues:
- Treatment of allocations and deductions under Sections 704(c) and 743(b) for an upper-tier entity
- Potential tax issues associated with the contribution of property to a lower-tier entity
- Tax implications in issuing profits interest and other equity incentives in tiered structures
- The impact of tax reform and IRS partnership audit rules on tiered partnership arrangements
- Tax planning techniques and best practices for tax counsel in structuring tiered partnerships
