In News Release IR-2021-215 and a webpage answering frequently asked questions (FAQs), the IRS provided guidance to passthrough entities on filing requirements and reporting and to taxpayers that own applicable partnership interests (APIs), commonly called carried interests, on filing requirements, in accordance with Regs. Sec. 1.1061-6.
The FAQs provide further guidance on final regulations issued in January (T.D. 9945; see "Carried Interests Regulations Are Finalized," JofA, Jan. 8, 2021).
Applicable partnership interests are ownership interests in a partnership that are transferred to an individual in connection with that individual's performance of substantial services in a trade or business of raising or returning capital and either (1) investing in or disposing of securities and other specified assets (or identifying specified assets for investing or disposition) or (2) developing specified assets (Sec. 1061(c)(2)).
Before enactment of Sec. 1061 by the law known as the Tax Cuts and Jobs Act, P.L. 115-97, gains from APIs generally were treated as long-term capital gains if held for at least one year. For tax years beginning after Dec. 31, 2017, Sec. 1061 generally requires a three-year holding period for gain allocated to an API to be eligible for long-term capital gain treatment.
The FAQs provide two sample worksheets and instructions for passthrough entities that have issued one or more APIs and API holders, including owner taxpayers, to use with returns filed after Dec. 31, 2021. A passthrough entity that applies the final regulations for returns filed after Dec. 31, 2021, must attach Worksheet A to an API holder's Schedule K-1, Partner's Share of Income, Deductions, Credits, etc., reporting the passthrough entity's API one-year distributive share amount and API three-year distributive share amount.
An API holder calculates the amount that is treated as short-term gain and applies the final regulations using Worksheet B to determine the owner taxpayer's recharacterization amount and attaches it to the owner taxpayer's return. The FAQs also describe how the owner taxpayer reports these amounts on Schedule D, Capital Gains and Losses.
With respect to tax returns filed after Dec. 31, 2021, for a tax year beginning before Jan. 19, 2021, certain passthrough entities and taxpayers must disclose whether the information was determined under the proposed regulations (REG-107213-18) or another method. These entities and taxpayers must attach similar information to that of the two worksheets, in accordance with instructions.
- News Release IR-2021-215