Accounting & Taxes

A specific US federal tax exemption that allows investors in Qualified Small Business (defined as under $50M capitalization) for some capital gains tax exemption (up to 100%) based on how long the stock is held (minimum 5 years) up to $1...

A specific US federal tax exemption that allows investors in Qualified Small Business (defined as under $50M capitalization) for some capital gains tax exemption (up to 100%) based on how long the stock is held (minimum 5 years) up to $10mm. This provision is a frequent target of proposed tax law changes, though (as of January 2023) it is still in place.

Compare the price per share between your purchase price and the current price when acquired, and then record this differential as a markup. This assumes that you will have the same number of shares. If the share counts differ, then just ...

Compare the price per share between your purchase price and the current price when acquired, and then record this differential as a markup. This assumes that you will have the same number of shares. If the share counts differ, then just calculate the value of the ownership position before and after using the price that you paid as the value at the start. Technically, since it is an all stock acquisition, you have not exited, so I would not characterize this as an exit.

There are regulations against this in the US that need to be discussed with your counsel.

There are regulations against this in the US that need to be discussed with your counsel.

Cap adjusted projection

Cap adjusted projection

The long-term capital gains tax rate is 0%, 15% or 20% depending on your taxable income and filing status. Additionally investing in Section 1202 Qualified Small Business Stock could eliminate any tax burden for non-corporate LPs.

The long-term capital gains tax rate is 0%, 15% or 20% depending on your taxable income and filing status. Additionally investing in Section 1202 Qualified Small Business Stock could eliminate any tax burden for non-corporate LPs.

As a general rule, the fund reimburses fund formation expenses, which tend to be legal expenses, and the fund does not reimburse other setup expenses, such as marketing. Pre-marketing is also highly regulated in most jurisdictions, so fu...

As a general rule, the fund reimburses fund formation expenses, which tend to be legal expenses, and the fund does not reimburse other setup expenses, such as marketing. Pre-marketing is also highly regulated in most jurisdictions, so funds tend to avoid marketing until after the fund is fully closed with 100% of the capital committed.

The KPMG article is correct, capital gains are not sourced to the US and therefore will not be taxed in the US for your foreign LPs. To address your point about engaging in US trade or business, investment entities are not considered to ...

The KPMG article is correct, capital gains are not sourced to the US and therefore will not be taxed in the US for your foreign LPs. To address your point about engaging in US trade or business, investment entities are not considered to be engaged in a trade or business unless they are trading pretty much daily more like a hedge fund (venture capital and private equity do not take part in as many transactions). The income generated by the LP entity would not be considered ECI and they foreign LP would only need to pay tax in their home country.

Yeah, that’s market. However, our partner Spicer Jeffries will do much better. If you want an intro, ask Long That being said, you should avoid doing audit in Fund 1 It’s a small fund and it’s not justified.

Yeah, that’s market. However, our partner Spicer Jeffries will do much better. If you want an intro, ask Long That being said, you should avoid doing audit in Fund 1 It’s a small fund and it’s not justified.

You can learn about fund expenses here: https://govclab.com/2022/11/07/managing-fund-expenses-for-venture-capitalists/

You can learn about fund expenses here: https://govclab.com/2022/11/07/managing-fund-expenses-for-venture-capitalists/

You will not be able to warehouse the assets. If you’re going to warehouse, the assets must be startup equity.

You will not be able to warehouse the assets. If you’re going to warehouse, the assets must be startup equity.

Those are Org expenses so that fund will pay for them

Those are Org expenses so that fund will pay for them

You can _technically_ charge stuff like this as a fund expense, but some/most LPs would have a problem with that because that’s part of your job and they are commonly paid from management fees. So, typically those are done at the ManCo l...

You can _technically_ charge stuff like this as a fund expense, but some/most LPs would have a problem with that because that’s part of your job and they are commonly paid from management fees. So, typically those are done at the ManCo level.