Dates:
October 29-30, 2008
Time:
8:00 a.m. - 5:00 p.m.
Location:
TU Campus
Fee: *
$695 per person
Early online registration 14 days prior to
program start date: $625 per person
*subject to change for future programs
Oil and Gas Partnerships
Outline of Topics
| 1 | An Introduction to Oil and Gas Partnerships | |
| a. | Overview of Subchapter K | |
| b. | Joint Ventures Electing vs. Tax Partnerships | |
| c. | Entity Classification Issues and Check the Box Regulations | |
| d. | Electing out of Subchapter K | |
| 2 | Forming an Oil and Gas Partnership | |
| a. | Contributing Oil and Gas Leases and Equipment in Exchange for a Partnership Interest | |
| b. |
Contributing Encumbered Property into a Partnership |
|
| c. |
Contributing Services in Exchange for a Partnership Interest |
|
| d. | Promoted Partnerships - Syndication and Organization Costs | |
| 3 | Operating Issues of an Oil and Gas Partnership | |
| a. |
Allocating Basis of Oil and Gas Properties - Sec. 613A |
|
| b. | IDC | |
| c. | Depletion | |
| d. |
Partnership Elections |
|
| e. | Loss Limitations | |
| 4 | Sec. 704(b) Special Allocations | |
| a. | Substantial Economic Effect Requirements of Reg. Sec. 1.704-1(b) | |
| b. |
The Importance of the Oil and Gas Partnership Agreement |
|
| c. |
The Unique Issues of Capital Account Accounting for Oil and Gas Partnerships - Depletions and Basis Allocations |
|
| d. |
"Substantial" Requirement Issues for Oil and Gas Partnerships |
|
| 5 |
Allocations Required from Contributed Oil and Gas Property - Sec. 704(c) |
|
| a. |
Sec. 704(c) Regulations - Will They Work with Oil and Gas Partnerships |
|
| b. |
Traditional Method |
|
| c. | Traditional Method with Curative Allocations | |
| d. | Remedial Method | |
| e. | Another Reasonable Method for Oil and Gas Partnerships | |
| 6 | Partner - Partnership Transactions | |
| a. | Disguised Sales and Disguised Payments and Sec. 707(a) | |
| b. | Limitations on Losses for Controlled Partnerships | |
| c. | Guaranteed Payments vs. a Share of Partnership Income | |
| d. | Optional Adjustments to Basis | |
| 7 | A Sale or Exchange of an Oil and Gas Partnership Interest | |
| a. | Classifying the Gain or Loss as Ordinary Income or Capital Gain | |
| b. | Recapture of IDC and Depletion as Ordinary Income | |
| c. | Sec. 754 Elections and Basis Adjustments for Oil and Gas Property for the Buying Partner | |
| d. | Reporting Issues | |
| 8 | Operating Distributions of Oil and Gas Partnerships | |
| a. | Basis Issues for Distributions of Oil and Gas Properties | |
| b. | Tax Consequences to the Partnership of Property Distributions | |
| c. | The Effect of a Sec. 754 Election | |
| d. | Sec. 704(b) Capital Account Adjustments for Property Distributions | |
| e. | Mixing Bowl Transactions of Sec. 737 and Sec. 704:(c) | |
| f. | The Potential for Sec. 751(b) Disproportionate Distributions When a Partnership Holds Oil and Gas Properties with Depletion and IDC Recapture | |
| 9 | Liquidation of a Partnership Interest Held in an Oil and Gas Tax Partnership | |
| a. | The Different Tax Consequences of a "Sale" vs. a "Liquidation" | |
| b. | Asset Allocation Rules | |
| c. | Classification Issues of Sec. 736 - "Property" Payment or "Income" Payment | |
| d. | Amortization of Intangibles | |
| e. | Termination of an Oil and Gas Partnership | |
| f. | Conversion to an LLC | |