Continuing Legal Education

TELESEMINAR: Transactions among Partners/LLC Members and Partnerships/LLCs: Major Tax Traps for the Unwary – A National Perspective

September 17, 2013
12:00 – 1:00 p.m.
1.00 MCLE hours


Limited Liability Companies and partnerships come with substantial tax benefits, frequently including the deferral of income or gain on a transaction that would otherwise be taxable. But there a series of transactions between a LLC member/partner and the LLC or partnership which trigger immediate recognition of tax or the permanent disallowance of losses that would otherwise be deductible. Some of these transactions derive from careful planning in the hope of gaining a tax advantage, as in the “disguised sale” of property. Still, many other transactions, such as “guaranteed payments,” are commonplace. This program will provide you with a real-world guide to understanding which transactions between a LLC member/partner and a LLC or partnership will trigger special, adverse tax consequences and discuss planning opportunities to avoid the adverse treatment. 


  • Understanding which transactions between a LLC member/partner and a LLC/partnership trigger special, adverse tax consequences
  • Guaranteed payments, including for the performance of professional services and the use of capital by the entity
  • Sales/exchanges of property between LLC member/partner and the entity – including the use of trusts and disallowance of losses
  • “Disguised sales” on the contribution of property to an entity – making the tax-free transactions suddenly taxable
  • Contribution for services – receipt of property v. profit participation, including valuation and timing


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Program Speaker:
Allen Sparkman
, Sparkman Foote, LLP, Colorado



Allen Sparkman is a partner in the Denver and Houston offices of Sparkman Foote, LLP.  He has practiced law for over thirty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving.  He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics.  He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business.  He has also served as president of the Rocky Mountain Estate Planning Council.  Mr. Sparkman received his A.B. with honors from Princeton University and his J.D. with high honors from the University of Texas School of Law.