BarbriSFCourseDetails
  • videocam Live Online with Live Q&A
  • calendar_month December 4, 2025 @ 1:00 p.m. ET./10:00 a.m. PT
  • signal_cellular_alt Intermediate
  • card_travel Tax Law
  • schedule 90 minutes

Tax Aspects of LLC Drafting: Target Allocations; Key Negotiated Tax Terms in JVAs; Top 10 Tax Mistakes When Drafting Agreements

Understanding the Key Tax Aspects and Negotiation Points of Partnership Agreement Drafting

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Description

LLC agreement drafting is a must learn topic for many. A key aspect in drafting is the allocation section that includes two alternative approaches. Targeted partnership tax allocations are a popular choice for allocating income and loss among partners. Tax counsel and advisers must guide clients on whether this method will capture all allowed benefits or whether layer cake allocations should be utilized. For example, target allocation agreements may not satisfy regulatory safe harbors but can still meet the economic effect equivalence test or the partners' interest in the partnership test.

The panel will also address certain key points of negotiation when drafting tax provisions in partnership agreements. For example, tax practitioners place particular emphasis on 704(c) methodology, discretion over tax elections and decisions, audit determinations, and tax return preparation.

Lastly, the panel will discuss certain common tax mistakes practitioners make when drafting partnership agreements. Examples include improperly drafting tax boilerplate, omitting important tax provisions, and neglecting to address tax return deadlines and review rights and failures in tax audit language.

Listen as our experienced panel guides you through the LLC drafting process including determining how both targeted and layer cake allocation provisions are drafted and implemented.

Presented By

Kurt R. Magette
Senior Counsel
Whiteford Taylor Preston LLP

Mr. Magette has 42 years of experience as a business, commercial real estate and tax attorney. A registered CPA, he focuses his practice on business and commercial real estate transactions requiring significant expertise in federal and Virginia taxation. Mr. Magette is a frequent author and lecturer, including time as an adjunct professor at Virginia Commonwealth University School of Business and William and Mary’s Marshall-Wythe School of Law.

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Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

  • BARBRI is a NASBA CPE sponsor and this 90-minute webinar is accredited for 1.5 CPE credits.

  • BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).


  • Live Online


    On Demand

Date + Time

  • event

    Thursday, December 4, 2025

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

I. Targeted versus layer cake allocations

II. Benefits and detriments of targeted allocations

III. Tax allocation drafting best practices

IV. Key points of negotiation when drafting tax provisions

V. 10 common drafting errors

The panel will review these and other high priority issues:

  • When allocating income and loss among partners, what are the tax benefits of targeted versus layer cake partnership tax allocation methods?
  • What are best practices in drafting targeted allocation provisions?
  • Which tax provisions deserve special attention during drafting?
  • Which tax provisions are commonly overlooked or not properly drafted?

Learning Objectives

After completing this course, you will be able to:

  • Distinguish targeted versus regulatory partnership allocations
  • Determine the benefits of targeted allocations
  • Identify the risks of targeted allocations
  • Recognize IRC Section 704(b) requirements
  • Field of Study: Taxes
  • Level of Knowledge: Intermediate
  • Advance Preparation: None
  • Teaching Method: Seminar/Lecture
  • Delivery Method: Group-Internet (via computer)
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
  • Prerequisite:

    Three years+ business, public or law firm experience at mid-level within the organization, preparing complex tax forms and schedules for partnerships and individual partners; supervisory responsibility over other attorneys/preparers/accountants. Specific knowledge and understanding of IRC 704(b) and partnership structure; familiarity with income and loss allocation among partners, IRC Section 704(b) and the economic effect equivalence test.

BARBRI is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

IRS Approved Provider

BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

BARBRI CE webinars-powered by Strafford-are backed by our 100% unconditional money-back guarantee: If you are not satisfied with any of our products, simply let us know and get a full refund. Contact us at 1-800-926-7926 .