Be Prepared to Knowledgeably Advise Clients on Forming, Operating and Terminating Partnerships
When is a partnership the best entity choice? How do you legally form, operate and terminate partnerships? These questions and more will be answered at this valuable start-to-finish course. Experienced practitioners will guide you through the legal and tax considerations encountered throughout this entity's lifespan – explore partnership agreements and how they work in connection with the basics of partnership law, administration issues and the troubling area of termination. Whether you've never looked into partnerships as an entity choice or you just need a good refresher, you won't want to miss this practical program. Register today!
- Learn when partnerships are the best entity choice for clients' needs (or structuring a law firm).
- Be prepared to knowledgeably form, operate and terminate partnerships in compliance with the law.
- Stay up to date on the tax treatment of partnership options – including self-employment tax rules.
- Review sample partnership agreements with experienced faculty to gain crucial drafting tips.
- Understand the important role of formation documentation in future partnership disputes and litigation.
- Skillfully deal with thorny management issues and day-to-day administration matters.
- Properly handle the nuances of the dissolution and liquidation process that tend to trigger litigation.
- Recognize and properly react to ethical dilemmas to maintain your firm's integrity.
- WHY SELECT A PARTNERSHIP?
9:00 - 10:30, Brian J. Golias
- Types of Partnerships and Statutes Governing Them
- Family Limited Partnership
- Professional (Service Business) Partnerships
- Single Project/Purpose Partnerships
- Advantages and Disadvantages of Partnerships in Comparison to Other Entities
- Liability Protection
- Business Assets Protection
- Pass Through Taxation
- Operating Loss Carry-Forwards
- Insurance and Health Care Impacts
- Financial and Accounting Issues
- Contracting Issues
- Factors to Consider When Selecting an Entity: Should a Partnership be Used?
- Who is the Client?
- Is it a Trust? What Kind of Service is Involved?
- Number of Owners
- Will it go Public at Some Point?
- What are the Duties Owed?
- Is There a Piercing of the Veil Standard?
- How Easy is it to Convert?
- TAX CONSIDERATIONS WHEN SELECTING A PARTNERSHIP
10:45 - 12:00, Carl F. Staiger
- Tax Treatment of Your State-Law Partnership: What the Entity Will be Treated as for Tax Purposes
- At-Risk Rules
- Active Business Income, Payroll Issues and Self-Employment Income
- TEFRA Partnerships
- Hybrid Financing – Equity
- Multistate Tax Pitfalls
- Foreign Real Estate Investments
- Estate Planning Considerations
- What Does the IRS Look for in Partnership Documentation?
- FORMATION: DRAFTING TIPS AND PITFALLS TO AVOID
1:00 - 2:10, David J. Lehman
- Drafting the Partnership Agreement: Document Review With Recommendations
- Defined Terms
- Purpose of Partnership
- Capital Contributions
- Distributions/Allocations/Capital Accounts
- Management and Control
- Admission of New Partners
2:10 - 2:55, Brian J. Golias
- Allocations of Partnership Income, Gains and Losses
- Handling Thorny Management Issues
- Day-to-Day Administration
- Partnership Investments
- Buy In/Buy Out
- Transfers of Partnership Interests
- Death/Disability of Partner
- Handling Financially Distressed Partnerships
- Securities Issues
- TERMINATING THE PARTNERSHIP
3:10 - 3:30, David J. Lehman
- Entity Conversions
- Dissolution, Winding Up and Liquidation
- Termination of the Partnership's Legal Existence
- ETHICAL ISSUES THAT CAN ARISE
3:30 - 4:30, David J. Lehman
- Fiduciary Duties
- Identification of the Client and Evolution of the Client
- Pre-Existing Relationships
- Preliminary Discussions
- Confidentiality/Attorney-Client Privilege