In the LPAs that I typically see, carried interest is generally vested over a five year period with the shares becoming fully vested at the fifth anniversary of the fund's final close or the investor's subscription into the fund.
Occasionally, you will see accelerated vesting (two years is the general rule) for IMs who are approaching retirement. I have only seen this for UK investors so far.
The last point on vesting is that it is impacted by leaver status. If the firm deems you to be a bad leaver, your carried interest could be forfeit under the LPA's terms irrespective of the vesting period.
A few notes on carried interest:
Carried interest is paid out to the GP/FP once the hurdle detailed in the LPA has been reached. The distribution proceeds flows through the waterfall and at this stage, the remaining cash will be distributed to the relevant investors. Waterfall models vary dependent on GAAP.
In terms of taxation, carried interest is treated under specific rules in the UK but the rules will align with CGT in 2025/2026. Guidance is still awaiting from the UK government on this but tax professionals have advised that there will be new updates in the summer.
In the US, carry distributions are only taxed if the cash balance in the K-1 moves from a positive to a negative.
US investors are taxed at a quarterly basis and in the scheme I work on, receive advanced carried interest to cover their dry tax liability.
Very brave attempting to tackle the daunting world of private fund tax. Bravo.
Is it correct to say these tax rules are completely agnostic to the fund’s domicile and are conditional only on the residency of the employee of the fund? Put more simply, a UK based employee of a Cayman fund would only get hit by UK income tax as and when the carry is distributed but a colleague in NYC would be subject to the above?
Great work on the carry! Not an expert myself and this was clear!!
Thanks John!
A few notes on vesting:
In the LPAs that I typically see, carried interest is generally vested over a five year period with the shares becoming fully vested at the fifth anniversary of the fund's final close or the investor's subscription into the fund.
Occasionally, you will see accelerated vesting (two years is the general rule) for IMs who are approaching retirement. I have only seen this for UK investors so far.
The last point on vesting is that it is impacted by leaver status. If the firm deems you to be a bad leaver, your carried interest could be forfeit under the LPA's terms irrespective of the vesting period.
A few notes on carried interest:
Carried interest is paid out to the GP/FP once the hurdle detailed in the LPA has been reached. The distribution proceeds flows through the waterfall and at this stage, the remaining cash will be distributed to the relevant investors. Waterfall models vary dependent on GAAP.
In terms of taxation, carried interest is treated under specific rules in the UK but the rules will align with CGT in 2025/2026. Guidance is still awaiting from the UK government on this but tax professionals have advised that there will be new updates in the summer.
In the US, carry distributions are only taxed if the cash balance in the K-1 moves from a positive to a negative.
US investors are taxed at a quarterly basis and in the scheme I work on, receive advanced carried interest to cover their dry tax liability.
Thanks Jinal - this is really helpful. I should get your thoughts before penning the next such piece. Lots of golden nuggets here!
No worries mate, let me know if you have anything you want to discuss!
Of course certainly will!
Very brave attempting to tackle the daunting world of private fund tax. Bravo.
Is it correct to say these tax rules are completely agnostic to the fund’s domicile and are conditional only on the residency of the employee of the fund? Put more simply, a UK based employee of a Cayman fund would only get hit by UK income tax as and when the carry is distributed but a colleague in NYC would be subject to the above?
Yes brave indeed!
I believe so: taxation of carried interest is generally based on the residency of the individual receiving the carry, not the domicile of the fund.
I’ve been looking forward to this!
Thanks - it took more time than anticipated to write!
Love it SK, keep them coming! And I appreciate the tone and humility in your writing.
Thanks Jared - having someone such as yourself offering words of encouragement keeps me going!