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IRS & Partnerships: Unequal Equity Solutions

Partnerships are audited at the partnership level using the entity theory of partnerships, while taxes are calculated at the individual owner level using the aggregate theory of partnerships. What inequities does this bring, and how have the IRS and partnerships dealt with these potential inequities?


Partnerships are a common entity structure chosen by businesses because it combines the liability protection of a corporation with pass-through taxation and more flexibility in how profits and losses can be allocated among owners (Geraldine, 2023). The partnership is audited at the partnership level using an entity theory, which treats the group as one economic unit when measuring its performance. At the same time, taxes for individual partners are calculated separately from each other but also based on their ownership percentages or share of distributions made to them under an aggregate theory.

Unfair tax burdens can be a key problem regarding the aggregate theory of partnerships. The ability of each partner in a partnership to offset losses or gains due to their individual ownership percentages means that one partner could potentially have a much lower effective income tax rate than another who earns more profits while carrying similar levels of risk and responsibility (Geraldine, 2023). This creates an inequity between partners as some may pay substantially different amounts despite receiving identical distributions from the business entity. Furthermore, with deductions made at the individual level, there is also potential manipulation where certain owners will seek out opportunities that maximize such deductions even if these do not necessarily benefit all shareholders/partners equally (such as taking advantage of significant depreciation allowances through real estate investments).

Inequities brought by the entity and aggregate theories of partnership

The inequity between the partnership level and individual owners created by using different theories for auditing partnerships and calculating taxes can be quite contentious. The entity theory of partnerships places primary ownership, liabilities, revenues, and expenses on the collective group. In contrast, the aggregate theory focuses primarily on individuals whose own interests in the partnership—not necessarily their combined roles as an entity (Aytkhozhina & Miller, 2018). This situation can lead to discrepancies along various fronts due to differences in how these rules are applied. Some of these inequities include; unequal responsibility for the debt or other payments, diverging levels of income that should have been taxed equitably but are not, unequal timing when it came time to pay taxes (concerning fiscal year ends), and uneven distributions internally among partners depending on whether they have sufficient documentation. These conflicts between tactics used at each level ultimately force courts into situations where equitable decisions must be made as part of property settlements and tax-related cases affecting both parties equally and fairly under specific laws.

Regarding responsibility for the debt or other payments, the discrepancies between auditing partnerships at the partnership level using entity theory and taxing them at the individual owner level using aggregate theory can create unequal levels of liability. Under entity theory, all partners are liable for any debts incurred by the business; under aggregate theory, each partner is only responsible for their own share of these debts (Aytkhozhina & Miller, 2018). This difference in approach may lead to disputes if a creditor decides to pursue an individual partner’s assets instead of pursuing those associated with the entire collective group as originally expected or agreed upon when setting up a partnership in the first place.

Diverging income levels that should have been taxed equitably but are not is another inequality that can arise from using different theories for auditing partnerships and calculating taxes. This occurs due to differences in how these rules are applied at the partnership level (entity theory) and individual owner level (aggregate theory). With entity theory, primary ownership, liabilities, revenues, and expenses are attributed to the collective group. In contrast, the aggregate theory focuses primarily on individuals with interests in the partnership—not necessarily their combined roles as an entity (Aytkhozhina & Miller, 2018). As a result, there may be discrepancies when it comes time to pay taxes if partners cannot take advantage of options available such as filing separate returns or utilizing other strategies like deferring deductions until future tax years. In this case, some partners could end up with higher income subject taxation than others based on whether they had sufficient documentation of each party’s contributions or earnings throughout multiple tax years leading up case filing date – thus giving rise to diverging levels of taxable incomes among them since the IRS regulations generally mandate flat rates applicable all entities regardless where they operate within the country.

Unequal timing when it comes to paying taxes can occur due in part to the difference between entity and aggregate theories. The entity theory of partnerships places primary ownership, liabilities, revenues, and expenses on the collective group. In contrast, the aggregate theory focuses primarily on individuals with interests in the partnership—not necessarily their combined roles as an entity. This situation can lead to discrepancies relating to how profits/costs are distributed or taxed among partners concerning fiscal year-end dates depending on which approach is taken by a particular area generally accepted accounting principles (GAAP) guidelines that govern taxation standards for businesses within its jurisdiction at any given time (Keneally & Scarduzio, 2017). At times this may result in some owners not receiving appropriate notifications about upcoming income tax deadlines or having sufficient time to file information returns related to their contributions towards covering costs associated with conducting business operations along specified periodical intervals.

Lastly, uneven distributions internally among partners depending on whether they have sufficient documentation is a common consequence of using the entity and aggregate theories for auditing partnerships and calculating taxes. Regarding tax filing, inconsistencies may arise when individual owners need to keep track of earnings or contributions over multiple years (Keneally & Scarduzio, 2017). This lack of clarity can lead to discrepancies in each owner’s overall financial burden should any issues or disputes come up during inspection processes such as an audit—especially if one partner has contributed more or less than another towards specific investments which were assumed by everyone even though ownership percentages are unequal at times. In addition, this scenario often results in different levels of income being taxed unequally due time frame around when certain payments had been received, meaning funds that should be split evenly are not getting distributed accordingly across all members resulting in further misunderstandings from within the partnership itself. Furthermore, situations where one person holds majority ownership but seeks reimbursement on debts or expenses paid out prior will likely argue they deserve greater compensation than those who held minority stakes given the level of their risk taken earlier—only deepening chasms between group dynamics and general fairness moving forward with other operations outside realm taxation rules applicable everyone involved regardless size stake owned (Keneally & Scarduzio, 2017).

How the IRS deal with potential inequities

To address the potential inequities that arise from different taxation and auditing policies in partnerships, the IRS has implemented regulations requiring consistent tax reporting across all states regardless if certain areas employ one payment method against another. This makes it easier for partnership owners to know what types of taxes they must pay based on their business activity–ensuring everyone is treated equally when filing returns (Blank & Osofsky, 2022). The IRS has also provided partnerships with various options, including specific forms and tools such as partnership agreements and other tax elections, which help them ensure each partner receives equal treatment during audits or any other processes related to income statements and deductions. In addition, special guidance documents have been issued regarding issues such as adjusted basis payments (ABPs), so partners can better recognize owned interests clearly and understand how distributions should be handled among member groups.

Another strategy taken by both parties involved was providing differentiation between pass-through items used for tracking activities outside those associated with formalized entities like corporations—making clear distinctions between accounting treatments applied at various levels. In contrast, before, these were much more nebulous concerning how income would ultimately end up getting taxed due to differences in rules utilized previously (in contrast, entity-level versus individual level). For example, this means being mindful about itemizing expenses appropriately to maximize deductions as needed, plus deciding when or if capital contributions have been made that could also serve benefit in reducing overall liability (Blank & Osofsky, 2022). As a result, both the IRS and partnerships aimed at streamlining processes more precisely while offering additional resources aiding partners who may need further assistance understanding relevant rules and regulations applied within their organization’s respective activities.

Furthermore, steps were taken towards preventing potential inequities prior during the initial formation stages by establishing procedures for allocating income among members based on true economic ownership stakes—something not always easy due to varying levels of interest but a necessary measure so people are not being unfairly treated come tax time or when facing other financial obligations like debt payments (Blank & Osofsky, 2022). Each partner should receive what they are entitled after taking into account fair market values present throughout business operations – no matter if entity theory is employed versus aggregate format itself, amongst many other scenarios leading up to filing returns annually where consistent tracking would be beneficial moving forward ultimately allowing everyone involved with partnership agreement knows exactly how much money each party owns regardless any unforeseen circumstances might arise concerning distributional differences too.

The ramification of the issue

The ramifications surrounding treating partnerships differently for auditing purposes versus taxation can be far-reaching and sometimes very costly for those involved. From an audit perspective, the consequences, such as inequities around responsibility for the debt or other payments, diverging levels of income that should have been taxed equitably but were not, and unequal timing when it came time to pay taxes (concerning fiscal year ends) and uneven distributions internally among partners depending, can lead to conflicts among the partners which will eventually result to the dissolution of the partnership due to these disagreements.

Furthermore, this situation may create higher risks related to property settlements and tax cases because the court must make equitable decisions with clear facts showing each partner’s gains and losses going into case filing. A scenario where not taking preventative action beforehand means someone will always get hurt financially, assuming neither party wants to agree without a dispute existing. This is why firm guidelines must always remain in place, ensuring fairness across the board whenever possible, especially in businesses operating profitably for extended periods through multiple tax years.

Opinion on the issue

In my opinion, more definitive measures ought to be taken towards preventing potential inequalities from arising regardless if entity theory is used against the aggregate approach itself since there is no reason two parties who mutually benefit from a partnership agreement should ever face an unequal burden when filing taxes whenever possible—especially since some partners may be more organized and prepared than others. Depending on their relative ability to comprehend applicable rules and regulations associated, some partners can suffer more losses than others in the end. Therefore, careful planning should occur in advance (as part of routine business operations) instead of waiting until the last minute, when mistakes could happen easily, creating even bigger issues down the road if it goes undetected for a long period. This can possibly result in costly fines, litigation fees, and other extraneous costs having no direct relationship with any specific services rendered or profit earned by the partnership itself, nevertheless impacting bottom-line figures negatively.

Furthermore, I think that these measures have been largely successful in mitigating any potential inequity issues between partners, although there will always be certain scenarios involving unique taxation deductions or differences in ownership shares where further clarification may need to come into play – something that should be addressed on a case-by-case basis depending complexities involved at hand (especially if the court sees fit intervene). In addition, I think having standard procedures for tracking activities outside those associated with formalized entities like corporations is also beneficial, ensuring everyone receives their fair share economically due to direct control over income streams plus how distributions are handled amongst given group members regardless of what type underlying business entity might exist at the end day. Lastly, it is crucial to be mindful of itemizing expenses appropriately maximize deductions available while deciding when capital contributions made could serve the benefit of reducing overall liability either through taxes directly or elsewhere within the operation itself since records must accurately reflect actual financial status situations observed lawfully under relevant law(s).

It is also important that IRS has provided guidance documents to address adjusted basis payments and allow partnerships to utilize various forms and tools in keeping track of who earns what during each tax year while allowing those facing disputes related to taxation quarterly payment processes to make amendments without dispute. At the point where a party feels uncomfortable continuing under current terms and conditions, which would ultimately mean needing to find a new avenue to discuss potential resolution moving forward. Therefore, partners should consider all decisions that are made, taking everything into account objectively, then implementing measures accordingly -accounting fairly across the board regardless of how much an owner actually contributes company itself from a financial standpoint overall. This ensures everyone gets the justice deserve based on the rule of law, protecting them from whatever happens in the long run.


In conclusion, although the use of both aggregate and entity theory of partnership taxation has its benefits, it does present some potential inequities that need addressing to ensure everyone is treated fairly. The Internal Revenue Service (IRS) has taken steps to mitigate these discrepancies with various regulations; however, companies must also invest in knowledgeable tax advisors so they can review guidelines accordingly and comply while taking proactive measures on their own part too – such as clear definitions of what constitutes participation levels when structuring agreements plus regular communication post-distribution distributions (Keneally & Scarduzio, 2017). Ultimately these inequities need to be considered in order for fair practices across business models of this nature to remain intact – which means taking into account complexities concerning differences between entity theory and aggregate so that both sides can benefit appropriately under law(s) governing taxation and auditing procedures accordingly. Therefore, if leveraged correctly, hopefully, the proper processes should net out over time without any questions resulting in equilibrium overall when it comes down to crunching numbers at the partnership or individual levels.


Aytkhozhina, G., & Miller, A. (2018). State tax control strategies: Theoretical aspects. Contaduría y administración63(2), 0-0.

Geraldine, M. (2023). Partnerships-Formation, Operations, and Changes in Ownership Interests. Available at SSRN 4345040.

Keneally, K., & Scarduzio, M. (2017). Key Provisions of the Proposed Partnership Audit Regulations. J. Tax Prac. & Proc.19, 21.

Blank, J. D., & Osofsky, L. (2022). The Inequity of Informal Guidance. Vand. L. Rev.75, 1093.


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