Gain a better understanding of disguised sales and the role of liabilities in partner-to-partnership disguised sale determinations.
Many taxpayers make investments or operate businesses through entities that are treated as partnerships for U.S. federal income tax purposes, including limited liability companies, limited partnerships, and many foreign entities. A key factor that drives the popularity of partnerships is that many transactions involving partnerships, such as contributions of property to a partnership and distributions of cash from a partnership, can generally be accomplished tax-free. However, the partnership disguised sale rules under Section 707 of the Internal Revenue Code set many traps for the unwary that may result in otherwise tax-free transactions being treated as taxable sales. The disguised sale rules' ambit can capture even innocuous ordinary course transactions and result in unexpected tax liability. This material will provide an overview of these disguised sale rules, with an emphasis on disguised sales of property from a partner to a partnership, the key exceptions to partner-to-partnership disguised sale treatment, and how assumptions by the partnership of a partner's liabilities factor into these disguised sale rules. This topic is critical for practitioners and taxpayers who want to maximize the U.S. federal income tax benefits of partnerships while avoiding unexpected pitfalls.
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Agenda
What Is a Disguised Sale?
- Disguised Sale of Property From Partner to Partnership
- Disguised Sale of Property From Partnership to Partner
- Disguised Sales of Partnership Interests
- Disguised Payments for Services
Exceptions to Partner to Partnership Disguised Sale Treatment
- Guaranteed Payments for Capital
- Preferred Returns
- Operating Cash Flow Distributions
- Reimbursement for Preformation Expenditures
Role of Liabilities in Partner to Partnership Disguised Sale Determinations
- Qualified Liabilities vs. Non-Qualified Liabilities
- Determining Liabilities
- Recent Developments Regarding Guarantees
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OnDemand Course
This course was last revised on October 26, 2023.
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- AIPB 2.0
- This program is acceptable for 2.0 CPEC(s) towards the CB designation through the American Institute of Professional Bookkeepers (AIPB).
- AK CLE 1.5
- Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.7
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.7 hours credit.
- AR CLE 1.5
- This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.5
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.5
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- CT CLE 1.5
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- GA CLE 1.5
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
- HI CLE 1.5
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
- MO CLE 2.0
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.75
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.75 hours of CLE credit.
- NH MCLE 1.7
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 101 Minutes.
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- PA CLE 1.5
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- TN CLE 1.68
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- VA CLE 1.5
- This program has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.5 CLE credit hours.
- VT CLE 1.5
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WI CLE 2.0
- This program qualifies for 2.0 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
- WV MCLE 2.0
- This program has been approved by the West Virginia State Bar MCLE Commission for 2.0 MCLE hours.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
Virginia MCLE requirements do not allow approval for programs that do not include an audio or audiovisual component.
This program was previously offered as a live webinar. Virginia MCLE requirements do not allow approval for attendance at duplicate programs.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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- AK CLE 1.5
- Arizona CLE 1.5
- CA MCLE 1.5
- CT CLE 1.5
- HI CLE 1.5
- MO CLE 2.0
- NJ CLE 2.0
- NM CLE 1.6
- NY CLE 2.0 including Areas of Professional Practice 2
- VT CLE 1.5
- WV MCLE 2.0
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 36 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Leo Greenberg
Skadden, Arps, Slate, Meagher & Flom LLP
- Associate in the Boston office of Skadden, Arps, Slate, Meagher & Flom LLP
- Advises public and private companies on a broad range of U.S. federal income tax matters, with particular focus on U.S. and cross-border transactions
- Practice includes significant work advising multinational companies in connection with domestic and cross-border mergers and acquisitions, and post-acquisition restructuring and integration transactions
- Can be contacted at [email protected]
Paul Schockett
Skadden, Arps, Slate, Meagher & Flom LLP
- Partner in the Washington, D.C. office of Skadden, Arps, Slate, Meagher & Flom LLP
- Advises public and private companies on a broad range of U.S. federal income tax matters, with a particular focus on U.S. and cross-border transactions
- Practice includes significant work involving the tax aspects of partnership transactions and renewable energy project finance
- Can be contacted at [email protected]
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