• videocam Live Webinar with Live Q&A
  • calendar_month December 4, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Tax Preparation - Pass Through
  • schedule 110 minutes

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

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About the Course

Introduction

This CPE 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 considered by advisers working with partnerships and LLCs.

Listen as our authoritative panel 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.

Presented By

John Alfonsi, CPA
Partner
Prosperity Partners

Mr. Alfonsi brings over 40 years of experience in tax and advisory services, focusing his practice on business valuation, economic damages, and tax planning and consulting for pass-through entities. He is a recognized financial expert in federal and various state circuit courts across the country. In his spare time, Mr. Alfonsi is an adjunct professor at his Alma Mater, teaching master’s degree courses in taxation and valuation.

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Joseph Mandarino
Shareholder
Polsinelli

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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Credit Information

  • BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.

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

Date + Time

  • event

    Friday, December 4, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Complex provisions in LLC agreements: an introduction

II. Meeting the regulatory safe harbors

III. Understanding minimum gain

IV. DROs vs. qualified income offsets

V. Liquidation according to positive capital accounts vs. target capital accounts

VI. Layer cake allocations and waterfalls

The panelists 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

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
  • Verify debt restoration obligations (DROs)
  • Determine when qualified income offset (QIO) is required
  • Determine minimum gain chargebacks
  • 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 preparing complex tax forms and schedules, supervising other preparers or accountants. Specific knowledge and understanding of pass-through taxation, including taxation of partnerships, S corporations and their respective partners and shareholders.


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.

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 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 .