On Oct. 21, 2021, the IRS Large Business & International Division (LB&I) issued interim guidance on the operation of its Large Partnership Compliance Pilot Program. The guidance, which is effective immediately, includes a framework for the selection of partnerships for audit and for how issues to be developed during such audits will be identified. To a large extent, these methods and procedures are still under development.
The Large Partnership Compliance (LPC) Pilot Program is LB&I’s response to the need for a coordinated approach to audits of partnerships under the centralized audit regime enacted as part of the Bipartisan Budget Act of 2017 (the BBA). Under the new centralized audit regime, which is effective for partnership taxable years beginning on or after Jan. 1, 2018, adjustments are still made at the partnership level for the partnership related items. However, the IRS now has the authority to assess and collect tax against partnerships rather than the ultimate tax paying partners. Partnerships with more than $10 million in assets fall under the jurisdiction of LB&I.
LB&I’s guidance outlines a four-step approach for the LPC pilot program.
The first step is to identify the large partnership cases based on characteristics of the largest Form 1065 filers. The IRS will use data analytics similar to the analytics used for the Large Corporate Compliance Program to identity partnership returns that present compliance risk. The memorandum does not specify the criteria that will be used to identify partnerships that are large and thus will be audited under the LPC pilot program. Nonetheless, during a recent ABA Conference Tax Section Panel, an IRS official clarified that the factors that will be considered are assets, revenue size, volume and size of foreign investments, as well as the information reflected on the Schedule K-1. The interim guidance provides that identification factors will be analyzed and determined as more information is gained through the early stages of the program.
Modeling and Classification
Partnerships that meet the threshold for large partnerships will be subject to further risk assessment. This will include the analysis of specific Subchapter K issues, including operational issues. The more the IRS learns about large partnerships through examination, the better knowledge the IRS will be able to gain to further use machine learning models to identify non-compliant tax returns.
The third step in the process would be to identify the tools that are available to the IRS to audit large partnerships more effectively. Generally, LPC pilot program audits will adhere to examination procedures already found in Internal Revenue Manual (I.R.M.) 4.46 (Examination Procedures), 4.10 (Examination of Returns), 4.31 (Pass-Through Entity Handbook) and the updated procedures in the BBA Handbook to be incorporated into I.R.M. 4.31.9 (Centralized Audit Regime). The program examination planning phase must follow the administrative procedures found in I.R.M. 22.214.171.124, Coordinated Industry Case Information. The interim guidance notes that once a large partnership return is identified and pulled into the LPC pilot program, the tax return will not be merely surveyed; examination must be undertaken. In addition, the examination team must develop all the issues identified by the classifiers.
The fourth step in LPC program implementation is for the IRS to gain a better understanding of large partnership compliance issues through feedback provided by examiners. Examination teams will be asked for feedback on both substantive and procedural issues arising during the exam. Technical feedback will be gathered on all pre-identified, classified and risk profile issues, as well as any large, unusual and questionable items identified during the audit through the LB&I Taxpayer Registry System. This feedback will be supplemented by issue-based feedback reports generated from examiners’ inputs into the IRS’s Issue Management System. Procedural feedback will be gathered through nationwide networking calls, during which additional guidance on technical issues will be provided.
The feedback gathered will be used to improve the analytics, classification and filtering processes, as well as the examinations themselves, making the program very much a work in progress.
The interim guidance will be evaluated two years from the date of the memorandum. At such time, the guidance will be incorporated into I.R.M. 4.31, 4.46.3 or 4.50.2 (as applicable), or a new guidance memorandum will be issued.