• videocam Live Webinar with Live Q&A
  • calendar_month December 21, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Tax Preparation - Pass Through
  • schedule 110 minutes

Pass-Through Entities and COD Income

Section 108 Relief, Qualified Real Property Indebtedness, Reducing Tax Attributes, and Entity Restructuring

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About the Course

Introduction

This course will provide tax advisers and counsel with a review of insolvent pass-through entities and the options available to protect solvent owners from realizing taxable cancellation of debt (COD) income. The program will highlight how COD income is treated for various types of business entities under the IRC and discuss IRC Section 108 exclusions, as well as focus on recent developments that provide a strategy for protecting solvent owners of insolvent pass-through entities.

Description

COD poses particular federal tax problems for the owners of insolvent pass-through entities, especially when the owners themselves are not insolvent. Generally, the owners of pass-through entities are apportioned COD taxable income whenever a pass-through entity has its debt canceled. As a result, solvent owners may be responsible for paying significant taxes on COD income allocated to them by the entity.

In the current economic environment, tax professionals must understand the impact of COD income on both solvent and insolvent taxpayers. This includes being aware of opportunities to circumvent the recognition of COD income. Pairing eligible taxpayers with available opportunities, including insolvency, reduction of tax attributes, qualified real property indebtedness, loss carryforwards, debt and entity restructuring, can prevent or lessen recognition of income by often unwary partners and shareholders.

Listen as our panel reviews and provides guidance on proper handling of COD taxable income. The panel will focus on the way COD income is treated for various types of business entities under the IRC and discuss IRC Section 108 exclusions.

Presented By

Mario A. Amaya-Lainez, CPA
Director
Citrin Cooperman Advisors, LLC

Mr. Amaya-Lainez specializes in partnership taxation with a primary focus on partnership restructurings, such as partnership mergers and acquisitions, partnership incorporations, and leveraged buy-outs. In addition, he has extensive experience serving clients that conduct business operations through partnerships, including tracking and maintaining partnership capital accounts, yearly income allocations, and assisting with estimates of tax distributions. Throughout his career, Mr. Amaya-Lainez has served clients in a wide array of industries, including healthcare, private equity, hedge funds, manufacturing, government contracting, and real estate. He is a frequent author and lecturer on partnership taxation.

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Robert S. Barnett, CPA, JD
Founding Partner
Capell Barnett Matalon & Schoenfeld, LLP

Mr. Barnett’s practice is highly concentrated in the areas of taxation, trusts, estates, corporate and partnership law and charitable planning. His experience includes surrogate’s court practice, tax dispute resolution in both federal and state jurisdictions, and tax court representation. Mr. Barnett frequently assists clients in structuring financial transactions and charitable gifts. His articles and lectures encompass a wide variety of topics, including business succession, estate planning, generation-skipping, stock options, effective strategies for removing tax liens, proper utilization of the marital deduction and utilization of partnership elections.

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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

    Monday, December 21, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Cancellation of debt income

II. COD income and partnerships

III. COD income and S corporations

IV. Exceptions to income recognition

V. Recent cases and developments

The panel will review these and other notable issues:

  • What is the impact of the dual authority for insolvent pass-through entity owners to terminate and elect entity tax classification?
  • What are the key differences in handling insolvency for shareholders and partners?
  • What tax attributes can defer gain recognition, and how are they ordered?
  • Which taxpayers are eligible for the qualified real property indebtedness relief?
  • What guidance can tax advisers offer to overcome creditor challenges to an insolvent pass-through changing its tax status to avoid attribution of COD income to its owners?

Learning Objectives

After completing this course, you will be able to:

  • Identify several ways to mitigate, eliminate, or defer income taxation of COD income
  • Decide the precise timing required for terminating and electing tax classification to protect solvent owners
  • Determine specific differences in partnership and S corporation treatment of COD income
  • Ascertain how recent cases impact recognition of COD income
  • 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 sole proprietorships, qualified business income, net operating losses and loss limitations; familiarity with net operating loss carry-backs, carry-forwards and carried interests.

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 .