How are Partnerships Taxed

“How are partnerships taxed” is a necessary question to ask for an individual who wants to start such a business entity.

Federal rules to taxation of partnerships in the United States are defined by Internal Revenue Service guidelines to tax of individual partners who have formed a legal partnership. Partnerships are tax exempt “pass-through” businesses that require that the partners file individual tax returns reflecting distributive income, allocations, and losses associated with the business.

Most partnerships are formed with a partnership agreement, outlining bylaws to governance of the entity, and distributed share of ownership. Capital investment in a partnership generally provides the basis to the percentage of distributive share. Assumed liability and operating activities performed by a partner may alter the proportion of shares. Limited partners are treated somewhat differently than full members of a partnership in tax attribution.

Most partnerships are tax-exempt, with exception “limited liability company” LLC partnerships electing to be taxed as a corporation. The decision to be taxed as a corporation is a multi-year commitment, that cannot be retracted after the first tax cycle. Partnerships file Form 1065 reporting profits and losses for purposes of information only. Partners receiving income from a partnership must file individual tax return Form 1040, and Schedule SE for self-employment contributions.

It is common that partnership members pay quarterly estimated taxes based on assented to distributive share of income. The IRS automatically calculates distributive income tax status to individual taxpayer accounts filing a tax return for business income “passed through” a partnership. This is also what quarterly estimated tax payments are based on. Annual reporting of special allocations may alter tax owed by an individual partner, as allocations reflect the actual amount distributed to a member, rather than the proportional ratio derived from percentage of distributive shares or capital basis.

How Partnership Income Is Taxed

Partnerships are tax-exempt entities that are not considered to be separate from their owners for tax purposes. Instead, the "pass-through" structure of income distribution obliges partnerships to report Schedule K-1 share of profits per partner in correspondence with individual tax filings by those taxpayers.

Filing Tax Returns

Form 1065 is an informational return documenting profits and losses sustained by a partnership. The transfer of those profits and losses to the individual partners in the form of income is provided by the partnership in submission of Schedule K-1. Partners in turn report deductible expenses as part of net income in filing of Form 1040, and Schedule SE.

Estimating and Paying Taxes

With no employer present to compute and withhold income taxes, the partners must account for their own tax obligation; setting aside discretionary tax funds to cover distributive share of annual profits. Partners must estimate the amount of tax they will owe each quarter as follows:

  • April
  • July
  • October
  • January
  • Annually at the end of the tax year.

Profits Are Taxed Whether Partners Receive Them or Not

Federal IRS rules to "distributive share" treat partner individual tax obligation with equity where partnerships are concerned. The IRS rules to distributive share provide that the taxpayer is obliged to pay their share of tax on total partnership profits, or sales minus deductible business expenses. Right to equal share is assumed, regardless of actual distribution. The same IRS default rule is applied to partnerships with written partnership agreements as those formed by oral agreement unless reported otherwise by the partnership and its members.

Establishing the Partners' Distributive Shares

Unless business partners make a written partnership agreement that says otherwise, federal law assigns profits and losses to the partners, who are the individual taxpayers, according to percentage of ownership interest in the business.

Self-Employment Taxes

Schedule SE is required of partners filing individual tax returns to the IRS. Self-employment contributions to Social Security and Medicare are part of the schedule. Partners must pay twice as much as employees with matching employer contributions, yet they can also deduct half of the contribution as a business expense.

Expenses and Deductions

Deduction of legitimate business expenses from a partnership reduces the net income of the business, and amount of tax owed. The following expenses may be deductible:

  • Costs for startup
  • Operating expenses
  • Product and advertising
  • Travel costs
  • Meals
  • Entertainment 

Get Expert Help

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Incorporating Your Business May Cut Your Tax Bill

There are some advantages to incorporating a business. Corporate owners are taxed on compensation for salaries and bonuses and stock dividends. If a business is growing, incorporation may serve partners well. Dividend reporting delays allowed for corporate shareholders of companies that have reported retained earnings to the IRS offers owners a delay in tax reporting of income.

Reporting Income

Declaration of operating profits and losses in Form 1065 is required of partnerships by the IRS. Partnerships must also file Schedule K-1 reporting individual distributive income of the partners.

Distributive Shares

Distributive shares stated on Form K-1 do not always correspond with IRS estimated tax for distributive share, the percentage of the profits the partner is entitled to. Oral partnership agreements are automatically assumed to be covered by the equity rule. The distributive share of each partner is outlined in the written partnership agreement.

Special Allocations

The K-1 reports distributed income, including special allocation for purposes of information about the individual taxpayer, partners who are responsible for filing Form 1040, Schedule SE, and Schedule SE tax return information. Special allocation rules are complicated. Consult with a tax attorney or CPA before making changes.

Allocated Profit vs. Distributed Profit

Allocated share of a partnership’s profit is accounted for by default under federal IRS rules as “distributed” income unless an uneven allocation is otherwise reported. Although profits and losses in a partnership are not required to be split evenly between the partners, and the partners can choose to split the profit or loss in any way they choose.

Other Partnership Taxes

Partners must also file a Schedule SE for “self-employment” with Form 1040. Social Security taxes and Medicare contributions from SE reporting are in lieu of employer matched contributions.

Decreasing Your Tax Burden Through Deductions

Business expense deductions are often a large portion of a partnership’s revenue, serving to reduce your taxable income and taxes owed by a significant amount.

What forms do I use to file partnership income taxes?

The partnership files an IRS Form 1065 and Schedule K-1 for informational purposes only:

  • Form 1065 is used to calculate a partnership’s profit or loss. Questions about the nature of the partnership are also requested in a Form 1065 filing.
  • Schedule K, Page 4 of Form 1065 breaks down income from partnerships into different categories. A Schedule K-1 is filed for each partner listing income for the year, including allocations, deductions, and tax rate for the year.

Partners file Form 1040, and Schedule SE individual tax returns reporting income from partnership profit and loss, and any changes to quarterly estimated tax payments due to actual allocations.

Self-Employment Tax for Partnerships

Schedule SE is self-employment reporting for the IRS. Partners of a partnership submit the Schedule SE to report contributions to Social Security and Medicare. IRS guidelines to partnership provide for a 50 percent tax deduction of self-employment tax contribution.

When are partnership income tax returns due?

Form 1065 and the individual Schedule K-1's are due March 15 of the year following the tax year.

Who pays the taxes - the partnership or the partners?

Net income tax payments must be paid by the partners of a partnership. Since partnership is a “pass-through” entity, any amount partner does not withdraw from the partnership, increases that partner's basis. Quarterly taxes are filed April 15, June 15, Sept. 15, and Jan. 15 with Form 1040-ES. Distributions decrease a partner’s basis and are not taxed unless the partner receives income, and the amount exceeds the adjusted basis of the partnership. Profits retained are considered a return of capital.

Are LLC's taxed differently from partnerships?

Taxation of LLC and partnerships are the same. Both “pass-through” entities, the members are responsible for distributed income tax reporting. The IRS does not recognize LLC as taxable entities, and all reporting by the company is for purposes of information about distribution to owners, exclusively. Both entities are responsible for filing K-1 with the IRS for reporting of distributed income. Owners are obliged to file individual tax return Form 1040, and Schedule SE.

Get a Free Evaluation of Your Partnership Taxation Questions

When starting a partnership contact an attorney before making important legal decisions.

Forming a Corporation

Partners can be individuals, estates, trusts, estates, associations, corporations, or another partnership. General partnerships are formed by agreement. Total capital investment in a partnership is equal to the net asset value of the partnership, or the remaining value minus payment of liabilities.

Distributive shares are the profit-loss interest of each partner determining annual allocations and tax for each partner. Distributive share is typically often proportional to the capital interest of a partner. Capital basis may also be determined by ratio of operating time, bond interest, or other value agreed to by the partners.

Prepare Form 1065, U.S. Return of Partnership Income

Partnerships must file a federal IRS Form 1065 for informational purposes. 

Schedule B filing includes a series of questions about a partnership and types of distribution. Schedule K is a schedule of income and expenses then broken down for the K-1 partner income reporting. Schedule L is the balance sheet. Some partnerships are required to submit Schedules M-1, M-2 and/or Schedule M-3. The return must be signed by a general partner.

Prepare Schedule K-1

The K-1 form lists the partner’s name, address and percentage share of profits, losses, capital, and liabilities; share of ordinary business income or loss, rental income or loss and interest income; and includes self-employment income, credits, and distributions.

File Form 1065 and Copies of the K-1 Forms

Partnerships must file copies of the Form 1065 and Schedule K-1 either electronically or by mail. Visit the IRS website for more information about partnership tax return filing.

File Personal Tax Returns

General or limited partners must report distributive share of the partnership income or loss on your federal income tax return. Reporting should match the Schedule K-1 received from the partnership. Limited partners’ income is not reported on the Schedule SE.

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