- videocam Live Webinar with Live Q&A
- calendar_month November 30, 2026 @ 1:00 PM ET/10:00 AM PT
- signal_cellular_alt Intermediate
- card_travel Tax Law
- schedule 90 minutes
Tax Considerations for Partnership and LLC Agreements: Key Provisions and Pitfalls to Avoid
Entity Classification, Tax Allocations, Distributions and Guaranteed Payments, Membership Interest Transfers, Profits Interests
Welcome to BARBRI, the trusted global leader in legal education. Continue to access the same expert-led Strafford CLE and CPE webinars you know and value. Plus, explore professional skills courses and more.
About the Course
Introduction
This CLE/CPE webinar will provide guidance to attorneys and tax counsel on key tax considerations and provisions when drafting partnership and LLC agreements. The panel will discuss the differences between a partnership, S corporation, and disregarded entity classification; distributions and allocations; guaranteed payments; and transfers of ownership interests.
Description
Strategically structuring operating agreements for partnerships and LLCs taxed as partnerships is particularly complex when it comes to tax considerations. Tax counsel must understand the tax rules for the allocation of income, gains, losses, deductions, and credits.
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 distributions involve complexities that must be considered by tax counsel working with partnerships and LLCs.
To achieve a partnership's goals while minimizing tax for the entity and its members, counsel must take a comprehensive approach to structuring an operating agreement that anticipates both tax benefits and pitfalls.
Listen as our panel discusses the differences between a partnership, S corporation, and disregarded entity classification; tax distributions and allocations; guaranteed payments; transfers of ownership interests; and other key items to consider when drafting partnership and LLC agreements.
Presented By
Mr. Bradley is a transactional tax attorney who assists clients with matters related to corporate and finance transactions, corporate and partnership tax, executive and other non-qualified compensation, and trusts and estates law. He also has significant experience with renewable energy tax matters and negotiating contracts for solar energy projects.
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
CPE credit is not available on recordings.
-
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
Monday, November 30, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Overview of key tax provisions in LLC agreements
II. Partnership distributions and allocations
III. Transfers of member interests
IV. Guaranteed payments and profits interest
V. Best practices for tax counsel
The panel will cover these and other critical issues:
- Tax language added to operating agreements for tax compliance
- Differences between S corporation and partnership allocations
- Waterfall distributions and pitfalls to avoid
- Handling language that does not match partners' expectations
- Navigating partner transactions with the partnership
- Tax allocations and ensuring tax savings
Learning Objectives
After completing this course, you will be able to:
- Recognize key tax provisions in LLC operating agreements
- Identify how to make special allocations
- Recognize tax issues stemming from transfers of membership interest
- Understand the difference between profit distributions and guaranteed payments and their tax implications
- Recognize the tax implications of classification as a disregarded entity, partnership, and S corporation
- Understand the impact of targeted allocations
- 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 or public firm experience at mid-level within the organization, preparing complex income tax forms and schedules for partnerships and pass throughs; supervisory authority over other preparers/accountants. Knowledge and understanding of partnership structures, dissolution and related taxation; Familiarity with sale and redemption of a departing partners interest, characterizing gain and loss determined upon a transfer, and the Net Investment Income Tax.
BARBRI, Inc. 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.
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 Barbri-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 .
Unlimited access to premium CLE courses:
- Annual access
- Available live and on-demand
- Best for attorneys and legal professionals
Unlimited access to premium CPE courses.:
- Annual access
- Available live and on-demand
- Best for CPAs and tax professionals
Unlimited access to premium CLE, CPE, Professional Skills and Practice-Ready courses.:
- Annual access
- Available live and on-demand
- Best for legal, accounting, and tax professionals
Unlimited access to Professional Skills and Practice-Ready courses:
- Annual access
- Available on-demand
- Best for new attorneys
Related Courses
Tax Considerations for Partnership and LLC Agreements: Key Provisions and Pitfalls to Avoid
Monday, November 30, 2026
1:00 PM ET/10:00 AM PT
Tax Implications of Stock-Based Compensation and Cost-Sharing Arrangements
Available On-Demand
Taxation of Digital Content, Products, and SaaS Agreements
Available On-Demand
Recommended Resources
How CPE Can Bridge the Gap Between What You Know and What You Need to Know
- Career Advancement
Gain a Competitive Edge Through Efficient CPE Strategies
- Learning & Development
- Business & Professional Skills
- Career Advancement