Partnership Taxation

13 Credits: Taxes


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Partnership Taxation

Course Level
CPE Credits

13 Credits: Taxes

Course Description

Navigating the tax implications of partnerships can be a labyrinthine task for tax, accounting, and finance professionals. This comprehensive program addresses the challenge by providing an in-depth exploration of tax issues related to the formation and operation of partnerships. It agitates the problem by highlighting the complexities involved in recognizing partnership structures, allocating income and deductions, handling distributions, and understanding the termination of partnership affairs. The course presents a solution through four practical segments, offering clear guidance on each stage of a partnership’s lifecycle. Participants will learn to determine partnership existence under §761(a), recognize the impact of partnership agreements on tax items, deal with §1402 self-employment taxes, and understand capital asset treatment under §741. Additionally, the course covers the taxation of limited liability companies and the nuances of liquidating or retiring a partner’s interest, making it indispensable for professionals seeking to effectively manage partnership tax issues.

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Learning Objectives

Upon successful completion of this course, participants will be able to:

Chapter 1

  • Determine what constitutes a partnership for federal income tax purposes under §761(a) by:
    • Recognizing factors for partnership existence identifying co-tenancy status, husband-wife partnerships, and the correct reporting of income and loss;
    • Identifying the liability of general and limited partners including how such liability might be contained; and
    • Specifying the factors previously used to determine whether a business was a corporation or a partnership and the factors of the current check-the-box regulations.
  • Recognize the impact of partnership agreements on partners’ shares of tax items, specify the requirements of §704(e) for family partnerships, and cite the pros and cons of partnerships to determine when the entity choice is appropriate; and
  • Identify the complete or partial exclusion from partnership treatment under §761.

Chapter 2

  • Recognize the allocation of income and deduction among partners, identify when a partnership or its partners are subject to income or estimated tax, determine what constitutes §1402 self-employment taxes, and specify instances where partnerships are viewed as separate entities;
  • Specify the types of separately stated partnership expenses identifying the character of such items and their deduction limitations, and recognize the §704(d) outside basis limitation and its impact on losses;
  • Determine whether a partnership can elect to amortize certain business-related expenses, and specify the elements and requirements of the partnership tax return and the items of deduction to which individuals are entitled;
  • Identify a partnership’s year taxable under §706(a) and the allocation of items of income and deduction from the partnership to the partners by:
    • Specifying instances when a partnership generally must conform its tax year to its partners’ tax years and the least aggregate deferral of income for each partner whose tax year is different from other partners;
    • Recognizing the availability of the natural business year including the §444 election as it relates to a partnership’s tax year identifying its costs and/or benefits;
    • Determining tax year termination and non-termination events for a partnership; and
  • Identify transactions between a partner and a partnership as being between a stranger and a partnership or as guaranteed payments.

Chapter 3

  • Recognize the tax-free capitalization rules of §721 by:
    • Specifying the differences between a contribution and a sale or exchange recognizing the treatment of transfers to investment company type partnerships;
    • Identifying when the property taint rules apply and methods of allocation for precontribution gain or loss;
  • Determine a partnership’s basis for contributed assets under §723;
  • Specify the taxation of contributed services and strategies to avoid immediate taxation;
  • Determine the original and adjusted basis of an interest acquired by contributing property and/or money under §722;
  • Recognize a partner’s loss deduction when the limits on deductions of partnership losses apply by:
    • Determining amounts at risk under §465; and
    • Specifying the buckets of income under §469 identifying the impact of passive loss rules.

Chapter 4

  • Determine capital asset treatment on the sale or disposition of a partnership interest under §741 by:
    • Recognizing whether the Corn Products Rule applies and the reasoning behind the determination;
    • Specifying the reasons why capital treatment is important and recognizing the impact of capital gain regulations on sales or exchanges of partnership interests;
    • Identifying the tax consequences of exchanges and transfers, and specifying partnership incorporation methods;
  • Recognize the tax treatment of a sale or exchange of a partnership interest where the partnership possesses hot assets (unrealized receivables and inventory), and identify the impact of partnership liabilities in computing both the amount realized on a sale of a partner’s interest and the adjusted basis of the sold interest; and
  • Specify optional basis adjustment provisions stating how they relate to the general rule for the inside basis after the transfer of a partnership interest, determine the tax consequences of making a gift of a partnership interest, and recognize the unique treatment of partnership interests that are abandoned or foreclosed on with or without related liabilities.

Chapter 5

  • Determine the treatment of distributions of cash or property by a partnership to the partners by:
    • Recognizing the general nonrecognition rule under §731 and specifying exceptions to this general rule;
    • Identifying a partner’s basis on either a liquidating or a non-liquidating distribution under §§732 and 733, and specifying instances when a partner may choose a special basis adjustment when receiving a distribution of property other than cash nfluences how the partner’s basis is determined; and
    • Recognizing the tax consequences associated with proportionate and disproportionate distributions, particularly the effect of distributions of receivables or inventory.

Chapter 6

  • Determine ways to liquidate a retiring partner’s interest by:
    • Recognizing the types of liquidating distributions and specifying the character and treatment of cash distributions under §736;
    • Identifying the tax treatment of property distributions in liquidation permitting partnerships to distribute unrealized receivables or inventory; and
  • Identify a withdrawing partner’s basis when there are distributions in liquidation or in nonliquidation, and specify the requirements of a §754 election identifying additional adjustments required.

Chapter 7

  • Determine the taxation of limited liability companies recognizing the variety of tax entity choices and their advantages and disadvantages by:
    • Specifying the advantages and disadvantages of an LLC recognizing the advantages of LLCs over C corporations;
    • Identifying the advantages that LLCs have over S corporations and the differences between an LLC and a limited partnership;
    • Cite the drawbacks of LLCs and their bearing on entity choice;
  • Identify ways to use an LLC and their business-planning opportunities, and specify business ventures that should avoid LLCs;
  • Recognize the federal tax consequences of establishing an LLC by:
    • Determining the role of check-the-box regulations in the entity characterization and identifying self-employment tax regulations and their application to LLC members;
    • Specifying whether an LLC member is at risk for recourse debt and determine the treatment of debt discharge income on an LLC;
    • Identifying the passive loss rules and their association with LLCs and selecting an appropriate method of accounting for an LLC based on its characterization;
  • Determining how an LLC can designate a tax matters partner for audit purposes; and
  • Identify the dangers and tax consequences in converting to an LLC from another form of entity, and recognize the potential assessment of sales and use tax, real property taxes, and real property transfer taxes on entities on conversion to an LLC.
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Course Specifics

Course ID
Revision Date
September 27, 2023

General understanding of federal income taxation

Advanced Preparation


Number of Pages

Compliance Information

NASBA Provider Number: 103220
IRS Provider Number: 0MYXB
IRS Course Number: 0MYXB-T-02367-23-S
IRS Federal Tax Law Credits: 13
CTEC Provider Number: 2071
CTEC Course Number: 2071-CE-1932
CTEC Federal Tax Law Credits: 13

CFP Notice: Not all courses that qualify for CFP® credit are registered by Western CPE. If a course does not have a CFP registration number in the compliance section, the continuing education will need to be individually reported with the CFP Board. For more information on the reporting process, required documentation, processing fee, etc., contact the CFP Board. CFP Professionals must take each course in it’s entirety, the CFP Board DOES NOT accept partial credits for courses.

CTEC Notice: California Tax Education Council DOES NOT allow partial credit, course must be taken in entirety. Western CPE has been approved by the California Tax Education Council to offer continuing education courses that count as credit towards the annual “continuing education” requirement imposed by the State of California for CTEC Registered Tax Preparers. A listing of additional requirements to register as a tax preparer may be obtained by contacting CTEC at P.O. Box 2890, Sacramento, CA, 95812-2890, by phone toll-free at (877) 850-2832, or on the Internet at

Meet The Experts

Danny Santucci, BA, JD, is a prolific author of tax and financial books and articles. His legal career started with the business and litigation firm of Edwards, Edwards, and Ashton. Later he joined the Century City entertainment firm of Bushkin, Gaims, Gaines, and Jonas working for many well-known celebrities. In 1980, Danny established the law firm of Santucci, Potter, and Leanders in Irvine, California. With increasing lecture and writing commitments, Danny went into sole practice in 1995. His practice emphasizes business taxation, real estate law, and estate planning. Speaking to more than 100 groups nationally each year, he is known …