Partnership Tax

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Crowell & Moring's tax practice provides advice on partnership formation and structuring. We regularly advise major corporations in connection with joint ventures and the use of partnerships, limited liability companies (LLCs), and disregarded entities in tax planning. We counsel funds and venture capital investors with regard to partnership taxation. We draft LLC and partnership agreements, analyze partnership allocations, and structure "profits interest" or "carried interest" arrangements. We are up to date concerning the new Centralized Partnership Audit Regime and familiar with the required amendments to partnership agreements under the new regime and the emerging audit issues. We are skilled at:

  • Amending partnership and limited liability agreements to conform to changes required under the new Centralized Partnership Audit Regime; advise on selection of Partnership Representative and draft the partnership’s agreement with the Personal Representative.
  • Representing clients in various industries, including government contracts, health care, financial services, and oil and gas, on formation of joint ventures, and provide counsel on issues such as section 704(c) allocation methods, contribution of intangible property licenses, and guaranteed payments.
  • Drafting LLC and partnership agreements with "safe harbor" and "targeted capital account" provisions.
  • Counseling on structuring and issuance of equity compensation (such as profits interests) by partnerships.

In addition, we have extensive experience defending partnership tax issues against IRS challenge, including the Tax Equity and Fiscal Responsibility Act (TEFRA) partnership issues and disguised sale transactions, and have handled numerous TEFRA partnership issues through audit and IRS Appeals.  

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Crowell & Moring LLP is an international law firm with offices in the United States, Europe, MENA, and Asia that represents clients in litigation and arbitration, regulatory and policy, and transactional and corporate matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation and government-facing matters, as well as its ongoing commitment to pro bono service and diversity, equity, and inclusion.

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