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What are the tax implications of receiving Profits Interest Units (PIUs) as an advisor?

I'm trying to understand the tax consequences of Profits Interest Units (PIUs) since I've never dealt with them before. I was recently offered 0.33% of a company that's currently not profitable in exchange for some advisory work through these PIUs. The units will vest after I complete certain deliverables. From what I've researched, if I file an 83(b) election form, I shouldn't owe any taxes on the grant or vest dates, only when I eventually sell the units. Is that correct, or is there still a risk I might end up owing taxes on phantom income through the partnership structure? The operating agreement mentions distributions, and I'm wondering if this provides enough protection: * Distributions. Subject to the terms of this Agreement, the Company may make such Distributions of cash and other Company assets among the Members in such aggregate amounts as may be determined by a Unanimous Consent of the Board from time to time, provided that all such Distributions shall be made only in the following order and priority: * First, to the Members as a Tax Distribution. So long as the Company is treated as a partnership for federal and, if applicable, state income tax purposes, the Company shall use reasonable efforts to make distributions to each Member within ninety (90) days after the end of each Fiscal Year of the Company, to the extent that funds are legally available therefor and would not materially impair the liquidity of the Company with respect to working capital, capital expenditures, debt service, reserves, or otherwise and would not be prohibited under any credit facility to which the Company is a party, an amount of cash... Does this language sufficiently protect me from potential tax obligations on profits I haven't actually received?

I just went through this exact situation last year. Make sure the PIUs are actually structured as true profits interests and not capital interests! My company screwed up the documentation, and the IRS later determined mine were technically capital interests, which meant I should have recognized income at grant. Ended up with penalties and interest because I didn't report any income initially (thinking they were profits interests with $0 value).

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Mei Wong

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How can you tell if they're properly structured as profits vs capital interests? What language should be in the agreement?

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For a properly structured profits interest, the key language to look for is that your units only entitle you to share in "future appreciation" or "profits and losses from the date of grant forward" - not the current liquidation value of the company. The agreement should explicitly state that if the company were liquidated immediately after your grant, you would receive nothing. Also watch out for these red flags that could make it a capital interest instead: - Any guaranteed minimum distribution amount - Rights to share in existing company value/assets - Liquidation preferences that put you ahead of other members - Language giving you rights to company book value or net worth The agreement should clearly state your units are "profits interests" under IRC Section 83 and that they have zero value at grant date assuming no appreciation from that point forward. If there's any ambiguity about whether you'd receive value in an immediate liquidation scenario, the IRS might treat it as a capital interest requiring immediate income recognition. I'd recommend having a tax attorney review the specific language before you sign, especially given what happened to @Jamal Anderson. The documentation details really matter here.

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QuantumQuasar

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This is really helpful! I'm new to this whole PIU thing and honestly feeling a bit overwhelmed by all the technical details. Just to make sure I understand - if my agreement says the units vest "upon completion of advisory milestones" but doesn't specifically mention anything about liquidation scenarios or future appreciation only, should I be concerned? The company told me verbally that these are profits interests, but now I'm worried the documentation might not reflect that properly. Should I ask them to add specific language about liquidation value being zero at grant date?

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Heather Tyson

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I just went through something very similar with my father's estate in Italy last year. A few additional things to keep in mind that haven't been mentioned yet: 1. **Documentation is crucial** - Make sure you keep all the foreign estate documents, appraisals, and sale records. The IRS may want to see proof of the stepped-up basis calculation, especially for foreign property. 2. **State taxes** - Don't forget to check your state's requirements too. Some states have different rules for inherited foreign property than the federal government. 3. **Timeline for reporting** - Since your wife sold in 2024, you have until the 2024 tax filing deadline to report this properly. But if you paid estimated taxes during 2024, you might want to adjust your Q4 payment if this creates a significant tax liability. 4. **Professional help** - Given the complexity with foreign property, inherited basis calculations, and potential treaty issues, this might be worth consulting with a tax professional who specializes in international tax matters. The cost of professional advice is usually much less than the penalties for getting it wrong. The $135,000 sale amount plus the $85,000 cash inheritance puts you in territory where accuracy is really important. Better to be safe than sorry with the IRS on international transactions.

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PixelPioneer

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This is really comprehensive advice! I'm curious about point #4 regarding professional help - do you have any recommendations for finding tax professionals who specifically handle international inheritance issues? I've called a few local CPAs but they seem hesitant to take on foreign property cases. Also, regarding the documentation you mentioned, should we be getting official translations of foreign documents, or are copies of the original documents sufficient for IRS purposes?

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Kaitlyn Otto

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Great question about finding qualified professionals! For international tax specialists, I'd recommend checking the American Institute of CPAs (AICPA) directory and filtering for "international taxation" specialization. You can also look for Enrolled Agents (EAs) who often handle complex IRS matters. Many larger firms have international tax departments even if the local partners don't advertise it. Regarding documentation, the IRS generally accepts foreign documents in their original language for amounts under certain thresholds, but having certified translations can save you headaches if they request clarification. For estate valuations and property appraisals, I'd definitely get key documents translated since these establish your basis. Keep both originals and translations together. One more tip - if the foreign country required you to file tax returns there as part of the inheritance/sale process, keep copies of those too. They can help support your foreign tax credit claims and show the IRS you were compliant with foreign tax obligations.

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Carter Holmes

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One thing I haven't seen mentioned yet is the potential requirement for Form 3520 if the inheritance exceeded certain thresholds. Since your wife received both property ($135,000) and cash ($85,000) totaling $220,000 from a foreign estate, you may need to file this form to report the foreign inheritance to the IRS. Form 3520 is required when you receive more than $100,000 from a foreign estate in a single tax year. The penalties for not filing this form can be severe - up to 35% of the inheritance amount in some cases. This is separate from the capital gains reporting on Schedule D that others have mentioned. Also, double-check whether any of the estate settlement process involved foreign trusts. If the property was held in a foreign trust before distribution, there could be additional reporting requirements on Form 3520-A. The good news is that filing Form 3520 doesn't create any additional tax liability - it's purely informational reporting to the IRS. But it's one of those "gotcha" requirements that many people miss when dealing with foreign inheritances.

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Amara Eze

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Anyone know if this applies to routing numbers too? Mine has a "-" dash in the middle but i'm not sure if I should include that or not when entering on my 1040.

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Routing numbers are always 9 digits with no letters or special characters. If yours has a dash, you should remove it when entering on tax forms. The standard ABA routing number format is numeric only.

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Yara Elias

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This is such a common issue that trips people up! I had the exact same problem a few years ago with my credit union account that had letters mixed in with numbers. The IRS systems are pretty strict about only accepting numeric characters for both routing and account numbers. Your bank's advice to substitute the "x" with a "5" is spot on - that's their internal conversion for electronic transactions. Definitely use that numeric version when you file for 2024. And yes, this could absolutely explain why you missed your stimulus payment last year if you used the version with the letter. One tip: when you get your numeric account number from the bank, test it first with a small direct deposit if possible (like having your employer do a $1 test deposit) before relying on it for your tax refund. That way you know for sure the IRS system will accept it without any issues.

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That's really smart advice about doing a test deposit first! I never thought of that but it makes total sense - better to find out there's still an issue with a $1 test than to wait months for a tax refund that never comes. My employer's HR department is pretty helpful so I might ask them if they can do something like that to verify my account info is working properly with the numeric version my bank gave me.

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Aisha Khan

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Been through this recently - definitely go with e-filing your 1040X! The difference is night and day. My paper amendment from 2021 took forever (like 7+ months) but when I e-filed one last year it was done in about 10 weeks. The IRS has really improved their electronic processing systems. Just make sure you have all your supporting docs ready and double-check everything before submitting since you can't easily correct an e-filed amendment like you can with regular returns.

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Jake Sinclair

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This is super helpful! Quick question - when you say "supporting docs ready", do you mean I need to attach them to the e-filed 1040X or just have them on hand in case the IRS asks? I'm amending for some missed deductions and want to make sure I do this right the first time 🀞

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Libby Hassan

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@Jake Sinclair For e-filed 1040X, you typically just need to have the supporting docs ready but don t'attach them unless specifically required by the form. The IRS might request them later if they need verification. However, if you re'claiming new deductions, make sure you have solid documentation receipts, (statements, etc. because) they re'more likely to scrutinize amendments that increase your refund. Better to be over-prepared than have to scramble later!

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Just went through this exact situation! E-filed my 1040X about 6 weeks ago and already got confirmation it's being processed. My friend who mailed hers in September is still waiting 😬 Definitely go electronic if your tax software supports it. One thing I learned - make sure to keep checking your transcript because the "Where's My Amended Return" tool on the IRS website is pretty much useless. Also heard good things about that taxr.ai tool others mentioned for tracking progress!

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I'm dealing with a very similar situation right now! Got a Notice 54 about 8 months ago with an unexpected refund of $1,800, and like you, I never received the follow-up explanation letter they promised. What I ended up doing was creating a dedicated savings account just for this money and haven't touched a penny of it. I figure if it was legitimate, great - if not, at least I have it ready to return when they figure out their mistake. The peace of mind is worth it. One thing that helped me was pulling my original tax return and trying to reverse-engineer where the extra money might have come from. In my case, I think they may have adjusted my education credits, but I'm still not 100% sure. Have you tried going line by line through your return to see what might have been recalculated? The IRS phone situation is absolutely maddening - I've probably spent 20+ hours on hold over the past few months with nothing to show for it. Really considering some of these third-party services people are mentioning just to get some answers!

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Nora Bennett

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That's really smart putting it in a dedicated savings account! I'm definitely going to do the same thing. The line-by-line comparison idea is brilliant too - I honestly haven't done that yet because the whole situation has been so stressful, but you're right that it might help explain where the extra money came from. Have you had any luck with those third-party services? I'm getting desperate enough to try anything at this point. The automated phone system feels designed to make you give up!

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I'm in almost the exact same boat! Got a Notice 54 refund about 10 months ago for $2,400 that I definitely wasn't expecting, and still no explanation letter despite their promise that one was coming "in a few days." Like others have suggested, I immediately moved the money into a separate high-yield savings account and haven't touched it. At least if they want it back, I'll have it ready plus whatever interest I've earned in the meantime. What's been driving me crazy is not knowing WHY they sent it. I've gone through my return multiple times trying to figure out what they might have adjusted, but I can't pinpoint it. Could be anything from a credit I missed to them correcting some calculation error I made. The phone situation is absolutely hopeless - I've easily spent 30+ hours on hold over the past year with zero success. Based on what people are saying here about those third-party services, I'm seriously considering trying one of them. At this point I just want to know if this money is legitimately mine or if I'm sitting on a ticking time bomb! Has anyone here actually had the IRS come back and demand money from a Notice 54 situation, or do they usually just let it slide if it was their adjustment error?

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I'm curious about this too! From what I've read in this thread, it seems like the IRS can come back and request repayment if it was truly an error, but if it was a legitimate adjustment they made (even if they failed to send the explanation), you should be fine keeping it. The tricky part is figuring out which situation you're in without being able to talk to anyone at the IRS. That's why I'm really interested in trying one of those AI tools people mentioned - seems like it might be the only way to get answers when the phone system is completely broken. @Giovanni Ricci - have you considered trying the taxr.ai thing that Emma and Malik had success with? At least then you d'know if it was a legitimate adjustment or if you need to prepare for them wanting it back. The not knowing is probably the worst part of this whole situation!

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