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2025-07-22 08:30:00

19.5 Credits

Partnership taxation fundamentals covering non-recourse deductions, liability allocations, distributions, and disguised sales under Subchapter K.

2025-07-22 08:30:00

19.5 hours

Partnership taxation fundamentals covering non-recourse deductions, liability allocations, distributions, and disguised sales under Subchapter K.

2025-07-22 08:30:00

19.5 hours

1000+

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Course Overview

Mastering Partnership Taxation Under Subchapter K

Participants will learn to navigate non-recourse deduction allocations, liability sharing rules, distribution mechanics, and disguised sale analysis. These skills enable accurate structuring and compliance in complex partnership transactions.

Allocation Mechanics

Apply substantial economic effect and minimum gain rules.

Liability Sharing

Allocate recourse and non-recourse debt among partners.

Distribution Analysis

Distinguish current and liquidating distribution consequences.

Disguised Sales

Identify transactions triggering sale treatment under 707.

Course Overview

Mastering Partnership Taxation Under Subchapter K

Participants will learn to navigate non-recourse deduction allocations, liability sharing rules, distribution mechanics, and disguised sale analysis. These skills enable accurate structuring and compliance in complex partnership transactions.

Allocation Mechanics

Apply substantial economic effect and minimum gain rules.

Liability Sharing

Allocate recourse and non-recourse debt among partners.

Distribution Analysis

Distinguish current and liquidating distribution consequences.

Disguised Sales

Identify transactions triggering sale treatment under 707.

Why Attend

Why this 
program matters

Mastering partnership taxation under Subchapter K is essential for practitioners because partnerships control over $57 trillion in assets and involve complex allocation, distribution, and transaction rules that directly impact millions of partners and investors.
4.5M+
Partnership returns filed in the U.S. for Tax Year 2023, representing nearly 29 million partners who must navigate complex pass-through taxation rules.
$57T
Total assets held by U.S. partnerships reached $57.3 trillion in Tax Year 2023, a 9.1% increase from the prior year, underscoring the massive economic stake in correct partnership tax treatment.
600%
Large partnerships with over $100 million in assets increased nearly 600% between 2002 and 2019, creating heightened enforcement complexity and compliance challenges.
$2T+
Partnerships passed through over $2 trillion in income to partners in Tax Year 2023, requiring precise allocation methodology to ensure proper tax reporting.

Agenda

Session 1

Introduction, Choice of Entity and Partnership Formation

Session 2

Partnership Operations and Special Allocations

Session 3

Nonrecourse Debt and Deduction Allocations

Session 4

Current and Liquidating Partnership Distributions

Session 5

Disguised Sales and Partner-Partnership Transactions

Session 6

Sales and Purchases of Partnership Interests

Session 7

Retirement and Death of a Partner

Session 8

Hot Topics in Partnership Taxation

Session 9

The Troubled Partnership: Workouts and Foreclosures

Session 10

Summing Up: Tax Returns and Agreement Review

clock 8:25 am - 12:00 pm EST

Introduction, Choice of Entity and Partnership Formation

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

This session covers foundational concepts including choice of entity considerations, entity classification, and restrictions on partnership status. Participants will learn about partnership formation, nonrecognition rules, beginning book and tax capital accounts, basis calculations, taxable year selection, and accounting methods.

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

clock 1:00 pm - 4:30 pm EST

Partnership Operations and Special Allocations

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

This session examines how partnership operations affect tax and book capital accounts and partner basis. Participants will explore the mechanics of special allocations and understand how income, deductions, and credits flow through to partners.

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

clock 8:30 am - 11:45 am EST

Nonrecourse Debt and Deduction Allocations

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

This session addresses the complex framework for allocating nonrecourse deductions and liabilities among partners. Topics include substantial economic effect requirements, minimum gain tracking, deficit restoration obligations, and the three-tier allocation system for nonrecourse liabilities.

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

clock 12:45 pm - 2:00 pm EST

Current and Liquidating Partnership Distributions

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

This session covers the tax treatment of current and liquidating distributions from partnerships. Participants will learn about basis adjustments, gain and loss recognition rules, the ordering of cash and property distributions, and the hot asset rules under Section 751(b).

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

clock 2:15 pm - 4:30 pm EST

Disguised Sales and Partner-Partnership Transactions

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

This session explores the disguised sale rules under Section 707(a)(2)(B) and related partner-partnership transactions. Topics include the two-year presumption, qualified liability exceptions, preformation capital expenditure reimbursements, and disclosure requirements.

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

clock 8:30 am - 10:00 am EST

Sales and Purchases of Partnership Interests

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

This session examines the tax consequences when partners sell or purchase partnership interests. Participants will learn about gain and loss recognition, inside and outside basis adjustments, and the Section 743(b) adjustment mechanics.

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

clock 10:15 am - 12:00 pm EST

Retirement and Death of a Partner

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

This session covers the tax consequences under Subchapter K when a partner retires or dies. Topics include the effect on timing and character of income, Section 736 payments, and the treatment of successor partners.

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

clock 1:00 pm - 2:00 pm EST

Hot Topics in Partnership Taxation

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

This session provides an overview of recent developments in partnership tax law and emerging uses of partnerships. Participants will gain insight into current regulatory changes, IRS guidance, and evolving planning strategies.

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

clock 2:15 pm - 3:30 pm EST

The Troubled Partnership: Workouts and Foreclosures

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

This session addresses tax issues arising when partnerships face financial distress. Topics include workouts, foreclosure transactions, deeds in lieu of foreclosure, and the abandonment of partnership interests.

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

clock 3:30 pm - 4:30 pm EST

Summing Up: Tax Returns and Agreement Review

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

This capstone session works through a partnership tax return and sample partnership agreement with emphasis on tax-sensitive provisions. Participants will review capital account maintenance, book-ups, Section 704(c) allocation methods, and liquidation provisions.

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

01 10
Prev
Next

Key topics that will be covered

What will you learn

Attorneys will learn how partnership allocations must have substantial economic effect or follow the partner's interest in the partnership rules under Subchapter K.

What will you gain

Attorneys will gain practical knowledge for handling non-recourse deductions, liability allocations, partnership distributions, and disguised sale transactions in partnership taxation.

Allocation Rules
Partnership allocations require substantial economic effect or must follow partner’s interest rules.
Non-Recourse Debt
Non-recourse deductions cannot have substantial economic effect and require minimum gain chargeback provisions.
Liability Allocation
Non-recourse liabilities use a three-tier allocation system involving minimum gain and profits.
Distributions
Current and liquidating distributions have different rules for gain, loss, and basis.
Disguised Sales
Transfers within two years are presumed sales unless exceptions like qualified liabilities apply.
Hot Assets
Section 751(b) prevents partners from avoiding ordinary income through strategic distributions.

What will you learn

Attorneys will learn how partnership allocations must have substantial economic effect or follow the partner's interest in the partnership rules under Subchapter K.

What will you gain

Attorneys will gain practical knowledge for handling non-recourse deductions, liability allocations, partnership distributions, and disguised sale transactions in partnership taxation.

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Price varies based
on the course duration
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Ability to Ask Questions During
the Presentation via a Chat Box
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Exclusive Partner Webinars & Events
Special credits (Ethics, Elimination
of Bias, etc.)
Instant Certificates After Completion
Personalized CLE Platform
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speakers

Joe Ervin

The Law Firm for Truck Safety, LLP
image 6
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.
image 6

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Kevin Foley

Reminger Co
c728eecc0abfcd2dbf48acb129a464389888e706
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.
c728eecc0abfcd2dbf48acb129a464389888e706

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Grant H. Lawson

The Law Firm for Truck Safety, LLP
c6f6743e473668ce3f14055fd6b4bf7f8851f4ef
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.
c6f6743e473668ce3f14055fd6b4bf7f8851f4ef

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Charles R. Bogle

Morgan, Lewis & Bockius LLP

Justin S. Cohen

Hughes Hubbard & Reed LLP

Sean Austin

Managing Director, KPMG

Charles Kaufman

Managing Director, KPMG

Alan Kravitz

Hughes Hubbard & Reed

Andrew Lau

MN8 Energy

Olivia Schomburger

Clifford Chance

Hannah Richard

Clifford Chance

Lance Parker

BDO USA

Ira Aghai

Clifford Chance

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Yes — myLawCLE develops CLE programs meeting all required CLE types, including mental health, ethics, professionalism, technology, substance abuse, and elimination of bias.

myLawCLE maintains all CLE programs in its library for 12 months following the original broadcast date. Attendees can access any program that remains available in the system during this period.

Yes — all of myLawCLE’s programs are originally broadcast live, with a chat box available for attendees to submit questions during the webinar. Additionally, replays and on-demand versions offer email correspondence with the presenters for any follow-up questions.

Expand Your Legal Expertise

Expanding practice
Expand your expertise and grow your client reach with new practice areas.
Live conferences
Join live events with top attorneys and real-world case insights.
Live webinars
Attend expert-led sessions in real time and earn accredited CLE credit from anywhere.
Legal Bootcamps
Deep-dive training programs designed to build advanced, practical legal skills fast.
Expanding practice
Expand your expertise and grow your client reach with new practice areas.
Live conferences
Join live events with top attorneys and real-world case insights.
Live webinars
Attend expert-led sessions in real time and earn accredited CLE credit from anywhere.
Legal Bootcamps
Deep-dive training programs designed to build advanced, practical legal skills fast.

MCLE Credits

Alabama
Pending
Alaska
Approved
Arizona
Approved
Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
Florida
Approved
Georgia
Approved
Hawaii
Approved
Idaho
Pending
Illinois
Approved
Indiana
Approved
Iowa
Pending
Kansas
Pending
Kentucky
Pending
Louisiana
Pending
Maine
Pending
Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Approved
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Approved
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Pending
North Dakota
Approved
Ohio
Pending
Oklahoma
Pending
Oregon
Approved
Pennsylvania
Approved
Rhode Island
Approved
South Carolina
Pending
South Dakota
No Required
Tennessee
Approved
Texas
Pending
Utah
Pending
Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Pending
Wisconsin
Approved
Wyoming
Pending

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs