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The Complete Toolkit for Tax-Optimized Operating Agreements

Case studies. Sample clause language. Loss allocations deep dive. Everything you need to master operating agreement tax provisions.

$297

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Everything You Get

1. The Tax-Smart Operating Agreement Whitepaper

A comprehensive guide written by a CPA who has reviewed thousands of operating agreements.

Analysis

  • All three allocation methods compared
  • IRC 704(b) architecture
  • Unlocking losses via 752 and 1.704-2
  • Promotes, profits interests, fee engineering
  • Tax distributions and minority protection

Case Studies

  • Stabilized asset acquisition
  • Value-add with GP guaranty
  • Developer JV with fee waiver
  • FAQ, glossary, and checklist

2. The Sample Language Library

HIGHEST VALUE

Actual clause templates for every major operating agreement provision. Educational purposes — but these are the real provisions used in practice.

  • Capital account maintenance (full 704(b) language)
  • Qualified Income Offset
  • Deficit Restoration Obligation
  • Liquidation in accordance with positive capital accounts
  • Target Capital Account allocation
  • Minimum Gain and Chargeback (company and member)
  • Profits Interest Safe Harbor (Rev. Proc. 93-27 / 2001-43)
  • Unreimbursed Partner Expenses
  • Promote Crystallization
  • Guaranteed Payments

3. Loss Allocations Deep Dive

A practitioner-level guide to what happens when all capital accounts hit zero. Most CPAs stop allocating losses here. They shouldn't.

  • Step-by-step framework for losses beyond capital accounts
  • Recourse vs. nonrecourse debt classification
  • How liability allocations drive loss flow
  • Minimum gain tracking and chargeback mechanics
  • Common mistakes with corrections
  • IRC and Treasury Regulation references

4. Everything in the $47 Bundle

Decision Matrix, Top 10 Red Flags, and the recorded walkthrough.

What Others Pay for This Knowledge

$2,000 - $10,000

Per deal for a CPA operating agreement review

$500 - $1,000/hr

Attorney time to draft or amend provisions

For $297, get the research, the language, and the tools to do this work yourself — deal after deal.

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