Centralized Partnership Audit Regime (CPAR) Overview
In 2015, the way the IRS conducts audits of partnerships and collects tax from partnership audits changed. The CPAR provisions streamlined the way the IRS performs audits and shifts the burden of reporting adjustments from a partnership's investors and owners to the partnership itself. CPAR also expanded the definition of who may represent the partnership during an IRS audit and provides the representative expanded decision-making authority.
The IRS now refers to this program as the Bipartisan Budget Act (BBA) Centralized Partnership Audit Regime. Visit the IRS website for more details on this program.
The main idea behind CPAR may be expressed as “partnerships are responsible for payment of additional tax resulting from an IRS audit." There are a number of other provisions, and an important provision is when the partnership may elect to move the responsibility for the payment of additional tax to the partners. This is often referred to as the “push out" option.
In 2019, Oregon adopted statutes regarding the reporting and payment of tax resulting from changes from federal partnership adjustments. Oregon CPAR requirements are different from the federal requirements. Where the federal default requires the partnership reports and pays a tax deficiency resulting from adjustments to the partnership's tax return, the Oregon default requires the partners to report and pay the tax due from the federal partnership changes. The IRS requires “partnership pays," where Oregon requires “push out" of the payment responsibility.
Oregon, like the IRS, also offers partnerships an election option. Partnerships with an Oregon tax deficiency resulting from a federal audit may elect to pay the tax for the partners (“partnership pays"). CPAR election includes all partners (resident or non-resident) unless specifically excluded.
Another major provision to partnership adjustment reporting concerns representation of the partnership before the IRS and tax court. CPAR requires the partnership to designate a representative, but the representative isn't required to be a partner. The representative has the authority to make decisions for the partnership during the course of an audit, and decisions made by the representative are binding on the partnership and all partners. The partnership may designate a representative, other than the federal representative, to represent the partnership before the department.
Federal and Oregon CPAR provisions specifically address the reporting and payment of audit adjustments that are pushed out to partners that are also partnerships or other pass-through entities such as S corporations. Tiered partners and their owners are subject to CPAR requirements and to ease the reporting of adjustments have an extended due date for reporting, payment, and election purposes. For Oregon, tiered entities and their owners have until 90 days after the extended due date for the audited partnership's return for the year the partnership receives the notice of Final Partnership Adjustment (FPA) to meet the reporting and payment requirements. The reason for an extended due date is the complexity of the ownership structure for large partnerships. In a 2014 report, the Government Accountability Office (GAO) noted that over 70 percent of all large partnerships had six or more tiers of ownership. As an example, in a partnership with six tiers of owners, if each tiered partner had just two partners after six tiers of ownership, the total number of partners number 64. If each tier had four owners, the total number of partners number 4,096.
Audited partnerships and the tiered partners of an audited partnership are allowed an election where the audited partnership or tiered partner may pay tax resulting from the audit adjustments on behalf of the partners. Calculation of the amount of tax paid on behalf of the partners can be complex and is discussed in the section titled “Partnership Pays." Unless a partner is excluded from the calculation by statute, the election to pay at the audited partnership or tiered partner level relieves the partner from having to file a return reporting their share of adjustments. The partner is also relieved of the responsibility to pay the tax resulting from the adjustments. An important provision that should be considered by audited partnerships and tiered partner is the provision making the election irrevocable after the due date for making the election has passed.
If your partnership is reporting adjustments arising from the filing of an administrative adjustment request (AAR), please refer to the Oregon Publication OR-OC, section titled “Instructions for reporting federal CPAR adjustments.”
Oregon Revised Statutes, ORS 314.731, Definitions
(1) "Adjustment" means a partnership adjustment, as defined in Section 6241 of the Internal Revenue Code, whether that adjustment arises from action by the Internal Revenue Service or from the taxpayer's filing of an amended federal return, a federal refund claim or similar report, including any report made under Section 6225(c) of the Internal Revenue Code, or an administrative adjustment request.
(2) "Adjustments report" means a report used by a taxpayer to state adjustments to any partnership-related items.
(3) "Administrative adjustment request" means a request led by a partnership under Section 6227 of the Internal Revenue Code.
(4) "Audited partnership" means a partnership subject to a partnership-level audit from which an adjustment arises.
(5) "Corporate partner" means a partner that is subject to the tax imposed under ORS Chapter 317 or 318.
(6) "Direct partner" means a partner that holds an interest directly in a partnership or pass-through entity.
(7) "Federal partnership representative" means the person that a partnership designates for the tax year as the partnership's representative, or the person the Internal Revenue Service has appointed to act as the federal partnership representative, pursuant to Section 6223(a) of the Internal Revenue Code.
(8) "Indirect partner" means a partner in a partnership or pass-through entity that holds an interest directly, or through another indirect partner, in a partnership or pass-through entity.
(9) "Nonresident partner" means a partner that is not a resident partner and is an individual, a trust, or an estate.
(10) "Partnership-level audit" means an examination by the Internal Revenue Service at the partnership level pursuant to Sections 6221 to 6241 of the Internal Revenue Code from which an adjustment arises.
(11) "Resident partner" means a partner that is an individual who is a resident of this state as defined in ORS 316.027 for the tax year or is a resident trust or a resident estate as defined in ORS 316.282.
(12) "Reviewed year" means the tax year of a partnership that is required to be or elects to be subject to a partnership-level audit from which adjustments arise.
(13) "Taxpayer" means: (a) A partner that is subject to the tax imposed under ORS Chapters 316, 317 or 318; (b) A partnership that is subject to a partnership-level audit or that has made an administrative adjustment request; or (c) A tiered partner of a partnership.
(14) "Tiered partner" means a partner that is a partnership or pass-through entity.
How to file for pre-2020 audited tax years when the partnership pays election is made
- File on paper and use 2020 instructions for the Oregon Composite return Form OR-OC.
- Add tax to line 1.
- Attach OC-3 or OC-4 for 2020. Cross out 2020 and write in the tax year.
- Check amended box on coupon and form.
Determination of tax to pay when the “partnership pays" election under 314.733(4) is made
Partnerships have the option to pay tax on federal partnership adjustments in lieu of their partners payment of tax on those adjustments. The calculation of tax to pay on behalf of partners may have up to four components depending on the partner's entity type. A discussion with examples follows. This discussion cannot describe every possible situation that may be encountered when calculating the amount of tax. The essential components will be discussed.
The accuracy of the calculation is dependent on the information the partnership possesses about its partners, such as the nature of the partner (is the partner an individual, corporation, etc.), the residency status of a partner (nonresident vs. resident), the tax-exempt status of the partner, and business arrangements between the partnership and its partners.
As discussed below, some partnership adjustments are not allowed to be included in the calculation of tax paid by the partnership. A partner's share of adjustments not included in the “partnership pays" tax calculation remains the responsibility of the partner to report, and the partner is responsible for payment of tax due on those adjustments. Adjustments arising from the filing of an administrative adjustments report (AAR) by a partnership are not eligible to be included in the “partnership pays" election. AAR adjustments are not allowed to be included in this calculation; those adjustments remain the responsibility of the partners.
There are four main components of the calculation of tax to pay under the “partnership pays" election. The tax to pay is the sum of these four steps:
- Calculate the tax due for direct corporate partners.
- Calculate the tax due for nonresident partners.
- Calculate the tax due for Oregon resident partners.
- Calculate the tax due for tiered partners.
Calculation 1, Direct Corporate Partners
a)Determine the total share of adjustments for all direct corporate partners (do not include S corporations.)
- Report the amount of adjustments that are adjustments to the audited partnership's allocable income.
- The remaining adjustments are treated as adjustments to the audited partnership's apportionable income.
b) Subtract from the total of adjustments under a):
- The total share of adjustments for a corporate partner whose share of adjustments are required to be included in its apportionable income. A direct corporate partner's share of adjustments is presumed to be included in its apportionable income unless the partner states in writing that it isn't required to be included.
- The share of adjustments made to a direct partner exempt from tax under ORS 317.080.
c) Multiply the remaining amount by the highest marginal tax rate for corporations taxed under Chapters 317 and 318.
Example X: MP Partners (MP) has three out-of-state C corporation partners and one partner that is also a partnership. Their ownership percentages are:
MP was audited by the IRS for tax year 2020. The IRS assessed MP for two adjustments, one adjustment of $100,000 to other expenses, the other was a $40,000 capital gain adjustment. A portion of the capital gain, $20,000, was from sale of Oregon rangeland held for investment and allocable to Oregon. MP's Oregon percentage is 10 percent as reported on Schedule AP. BC and GH both provided notice to the partnership representative that their shares of adjustments are not required to be included in their apportionable income. The highest corporate marginal tax rate for 2020 is 7.6 percent.
MP Partners Audit Adjustments
Oregon percent: Other Expenses: Capital Gains, 50% allocated to Oregon
10 percent
: $100,000
: $40, 000
EF didn't supply the partnership representative with a written notice that their share of adjustments is not required to be included in their apportionable income. Due to this, EF's share of adjustments isn't allowed to be included in the calculation of tax MP will pay on behalf of its partners. MP will pay $68.40 on behalf of BC and GH.
The tax MP will pay on BIP's share of adjustments will be determined using the steps outlined in Calculation 4.
Example: X.2Use the same facts as above, except GH, a municipal pension fund, is exempt from tax under ORS 317.080. MP will pay $22.80 tax on behalf of BC and will issue adjustments reports to both EF and GH.
Calculation 2, Nonresident Partners Subject to Personal Income Tax
a) Determine the total share of adjustments that would be income from Oregon sources for all direct nonresident partners paying tax at personal income tax rates.
b) Subtract Oregon adjustments that are exempt from tax under ORS 316.277.
c) Multiply the result of subtracting b) from a) and multiply the result by the highest marginal personal income tax rate.
Example: X.3Wisdom Partners (Wisdom) was audited by the IRS for 2020. The IRS increased Wisdom's ordinary income $1,000,000. Wisdom's Oregon percentage is 15 percent. The highest individual tax rate for 2020 is 9.9 percent. Wisdom has 250 partners, all of whom are either nonresident individuals or nonresident trusts. Wisdom will pay $14,850 in Oregon tax on behalf of Wisdom's partners. $1,000,000 * 15 percent * 9.9 percent
Example: X.4
Use the same facts in X.3 except that seven partners hold a total of 6 percent of the partnership within their personal IRAs.
Oregon percentage: 15.00 percent
Adjustment: $1,000,000
Partner's Share of Adjustments
Wisdom will pay tax of $13,959 on behalf of its 243 nonresident partners.
Calculation 3, Resident Partners Subject to Personal Income Tax
a) Determine the share of all adjustments for direct resident partners.
b) Subtract Oregon adjustments that are exempt from tax under ORS 316.277.
c) Multiply the result of subtracting b) from a) and multiply the result by the highest marginal personal income tax rate.
Example: X.5
Broadcast Seed LLC (Broadcast) operates in multiple states and was audited by the IRS for 2022. The IRS adjusted Broadcast's cost of goods sold, increasing pass-through income by $250,000. Broadcast has three partners. Two are Oregon resident individuals, and the third is a S corporation. Broadcast's Oregon percentage is 65 percent as reported on Form OR-65, Schedule OR-AP. Broadcast is subject to the CPAR rules and is unable to elect out of the CPAR because it has another pass-through entity as a partner. The partners ownership percentages are:
The highest marginal personal income tax rate is 9.9 percent.Because Gerald and Sandra are Oregon residents, their total share of adjustments, not just the Oregon portion, are used in the calculation of tax.
The tax Broadcast will pay on K Inc.'s share of adjustments will be determined using the steps outlined in Calculation 4.
Calculation 4, Tiered Partners
a) Determine the sum of the tiered partner's share of adjustments.
Subtract the share of adjustments made to a tiered partner that is also a direct partner exempt from tax under ORS 316.277.
b) Determine the Oregon share of adjustments from a). These are adjustments that are taxable to Oregon for both nonresident and resident partners.
c) Determine the non-Oregon share of adjustments from a). These are adjustments that are not taxable to Oregon for nonresident partners.
d) Determine for the adjustments reported under c) above:
- The share of adjustments of owners known to be nonresidents of Oregon.
- The share of adjustments of owners exempt from tax under 316.277 or 317.080.
e) Add the amounts determined under b) and c) and subtract the amount of adjustments determined under d).
f) Multiply the total from e) by the highest individual marginal tax rate.
Example X.6Benrus Partners (Benrus) was audited by the IRS for tax year 2026. The IRS adjusted the partnership's ordinary income, increasing it by $2,000,000. Benrus has two partners that are also partnerships. Titus Investments LLC (Titus) is a 30 percent owner and Oris LLC (Oris) is a 70 percent owner. Titus has two equal partners. One is an Oregon resident, and the other, Erica, is a non-resident individual. Oris has two equal owners. One is an Oregon resident, and the other is a tax-exempt municipal pension fund organized as a corporation. Benrus's Oregon percentage for 2026 is 20 percent. Benrus elects to pay at the partnership level on behalf of the partners.Both Benrus partners are tiered partners and so the tiered partner's share of adjustments is $2,000,000.
The Benrus partnership representative is aware that Titus has a 50 percent partner who is not a resident of Oregon. The partnership representative also knows that an Oris partner is a tax-exempt entity. The non-Oregon adjustments of the nonresident partner and municipal pension fund are excluded from the tax calculation. Tax will be calculated on $800,000 of adjustments. Benrus will pay Oregon tax of $79,200 for its tiered partners.
Calculation 5, total of tax to pay on behalf of partners tax determined for Direct Corporate Partners in Calculation 1 is recorded separately on Schedule OR-OC-4, and the amount of tax is reported on Form OR-OC. The sum of tax determined in Calculations 2, 3, and 4 is recorded on the form's Schedule OR-OC-3.
Tiered Partners – How to Report Federal Partnership Audit Adjustments
A tiered partner means a partner that is a partnership or pass-through entity. Treas. Reg. 301.6241-1(a)(5) defines the pass-through entity as a partnership, an S corporation, a trust other than a grantor trust, and a decedent's estate.
When a tiered partner receives a partner level adjustments report from an audited partnership, the tiered partner can push out the audit adjustments to its partners or make an election to pay at the entity level.
Tiered partners push out the federal audit adjustments
When the tiered partner pushes out the audit adjustments to its partners, it must furnish its partners with a partner level adjustments report. The report must be furnished to partners within 90 days from the extended due date of the audited partnership's tax return for the year the federal notice of final partnership adjustment (FPA) was issued. By this date, the tiered partner must:
Tiered partners make the partnership pays election
Under ORS 314.733 (8), if the tiered partner makes the election to pay at the entity level (also called the CPAR election) within 90 days from the extended due date of the audited partnership's tax return for the year the federal notice of final partnership adjustment was issued, the tiered partner must:
File with the department a completed adjustments report and notify the department that it is making the entity pays election (the CPAR election); and
File an original or amended Oregon composite return for each year that was affected by the adjustments and pay any CPAR tax for its partners.
Use Schedule OR-OC-3 for individuals, estates, trusts, and tiered partners, if any, and report the total CPAR tax on line 2a on Form OR-OC.
Use Schedule OR-OC-4 for corporate owners and report the total CPAR tax on line 2b of Form OR-OC.
Partnership representative ORS 314.733(2)
How does a partnership designate an Oregon partnership representative?By default, a partnership's Oregon partnership representative is the same as their federal representative for the reviewed year. The partnership may designate a different representative for Oregon. To do so, the partnership should send a letter to the department titled “CPAR Representative Election."
Send to: Oregon Department of Revenue 955 Center St NE Salem OR 97301-2555
The letter should list the following items:
The Oregon representative's:
If the Oregon representative is an entity, identify the individual the entity will act through. Include the following information:
Effective date
Person completing the form:
Signature
Name
Phone number
We will consider the effective date of the designation to be the later of:
- the effective date on the CPAR Representative Election letter; or
- the date the letter is received by the department.
How does a partnership report the resignation or replacement of a partnership representative?A representative may resign, or the partnership may revoke the designation of an Oregon partnership representative. To do so, follow the instructions above on designating an Oregon partnership representative, except add:
- “Amended" to the title of the letter; and
- A statement whether you are the partnership representative resigning your designation or the partnership revoking the designation of an Oregon partnership representative.
What authority does an Oregon partnership representative have?An Oregon partnership representative has the authority to make elections and take other actions before the department on behalf of the partnership. The actions made by the Oregon partnership representative are binding on the partnership and its partners.
Frequently asked questions
By default, a partnership's Oregon partnership representative is the same as their federal representative for the reviewed year. The partnership may designate a different representative for Oregon. To do so, the partnership should send a letter to the department titled “CPAR Representative Election."
Send to: Oregon Department of Revenue
955 Center St NE
Salem OR 97301-2555
The letter should list the following items:
1. The Oregon representative's:
2. If the Oregon representative is an entity, identify the individual the entity will act through. Include the following information:
3. Effective date
4. Person completing the form:
Signature
Name
Phone number
We will consider the effective date of the designation to be the later of:
A representative may resign, or the partnership may revoke the designation of an Oregon partnership representative. To do so, follow the instructions above on designating an Oregon partnership representative, except add:
“Amended" to the title of the letter; and
A statement whether you are the partnership representative resigning your designation or the partnership revoking the designation of an Oregon partnership representative.
An Oregon partnership representative has the authority to make elections and take other actions before the department on behalf of the partnership. The actions made by the Oregon partnership representative are binding on the partnership and its partners.
The partner should contact their partnership for information and the name and contact information for the partnership representative.
If the audit is still in process, then wait until the audit is over.
Please see Publication OR-OC under the subsection “tiered partners."
Only if the partner had made the election with their original return filed before the due date or extended due date with valid extension.
Yes, under ORS 314.733(10), partners are eligible to claim a credit for taxes paid to another state.
The election under ORS 314.733(4) is irrevocable, is made by the partnership, and is binding on the partners. ORS 314.733(10)(a) and (b), 314.733(2)(b).
Follow these steps:
Please see Publication OR-OC for details on how to calculate.
Visit the Forms and Publications page
If you don't pay the tax due by the due date, interest is due on the unpaid tax. The interest rate for calendar years 2021 and 2022 is 4 percent.. Interest is figured daily (0.0110 percent per day) based on a 365-day year. Here's how to figure daily interest: Tax × 0.000110 × Number of days past the due date of the return. If the tax isn't paid within 60 days of the original billing notice, the interest rate increases by 4 percentage points to 8 percent per year.
In the same manner as required under ORS Chapters 314, 317, and 318.
You make the election by checking the “CPAR" box on Form OR-OC. You would then attach OR-OC-3 and -4 as necessary. See Publication OR-OC, Instructions for Reporting Federal CPAR Adjustments.
No, making the election and filing the OC return is the only way to pay for all eligible partners.
Attach a written statement to your return when you file stating the Oregon rep and their contact information. See directions under the section labeled “Partnership Representation."
The addition and subtraction codes for both individuals and corporations are 187 for addition and 384 for the subtraction.