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How to apply Claim of Right IRC 1341 for tax distributions on unvested carried interest?

I'm working in investment management and facing a complicated tax situation. Back in 2022, I was allocated about $375K in capital gains related to carried interest that was unvested. I never actually received this money due to the fund's waterfall structure (the fund needed to return capital to investors first before distributing carried interest). Despite not getting the cash, I was responsible for paying taxes on this "phantom income." My firm provided tax distributions to cover the tax bill, with the understanding that future actual distributions would be reduced by these advances. Here's where it gets messy - I left the company in early 2024, before hitting my 4-year cliff vesting period. Since I didn't stay long enough, I forfeited 100% of my carried interest allocation. My former employer is now requiring me to repay all the tax distributions they advanced me, even though I already paid taxes on this phantom income to the IRS. I'm considering two approaches: 1. Amend my 2022 return to show zero income from these capital gains. I don't have an updated K-1 from my former employer, but could argue I effectively lost all that income when I left. 2. File a Claim of Right under IRC 1341, which would give me a credit for the excess tax I paid (roughly 37% of $375K or about $138K) on my 2024 taxes. Has anyone dealt with something similar? My accountant is researching option #2, but I'd love any insights while I wait.

Wesley Hallow

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Slightly different perspective - I'd recommend talking to a tax attorney who specializes in partnership taxation, not just your CPA. While IRC 1341 seems like the right approach, there are nuances with carried interest that might affect your specific situation. For example, depending on how your partnership agreement was structured, there might be arguments for treating this as a capital loss rather than a Claim of Right issue, which could have different tax implications. A specialized attorney could also help if the IRS challenges your position.

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Justin Chang

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Agreed! I'm a CPA who works with investment professionals, and carried interest taxation is its own beast. The Tax Cuts and Jobs Act made some changes to carried interest that might impact the analysis. Worth getting specialized advice.

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Wesley Hallow

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Exactly. The interplay between carried interest rules, partnership taxation, and IRC 1341 creates complexities that require specialized knowledge. For example, the Tax Cuts and Jobs Act imposed a three-year holding period requirement for carried interest to qualify for long-term capital gains treatment. This could potentially impact how the original income was characterized and consequently how the repayment should be treated. Additionally, the "substantial risk of forfeiture" rules under Section 83 might also come into play depending on the specific terms of the carried interest arrangement. A tax attorney who specializes in this area can analyze these intersecting issues and potentially identify planning opportunities that a general CPA might miss. The investment in specialized advice is usually well worth it when the amounts involved are this substantial.

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This is a complex situation that touches on several areas of tax law. Based on your description, IRC 1341 does seem like the appropriate approach, but I'd strongly recommend getting specialized advice given the amounts involved. One thing to keep in mind is timing - make sure you're clear on when exactly the repayment obligation crystallized. For IRC 1341 purposes, it matters whether the repayment obligation arose in 2024 when you left, or if it was always contingent on not meeting the vesting requirements. Also, since you mentioned your accountant is researching this, make sure they're familiar with Revenue Ruling 2019-11, which provides guidance on applying IRC 1341 to partnership distributions. The IRS has been more active in this area recently, so having current guidance is important. The documentation everyone else mentioned is crucial - you'll want everything in writing showing the original allocation, the tax distributions made to cover your liability, and the subsequent repayment requirement. This creates a clear paper trail that supports your position. Given the complexity and dollar amounts, consider getting a second opinion from a tax professional who specializes in partnership taxation and carried interest. The intersection of these rules can create opportunities or pitfalls that aren't immediately obvious.

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Sofia Gomez

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Thanks for mentioning Revenue Ruling 2019-11 - I hadn't seen that specific guidance yet. Just to clarify on the timing aspect you mentioned, would it make a difference if my partnership agreement explicitly stated that tax distributions were subject to repayment if vesting requirements weren't met? Or does IRC 1341 still apply as long as I had the apparent right to the income when originally reported, regardless of the conditional nature of the tax distributions? I'm trying to understand whether the contingent repayment obligation affects the "claim of right" analysis or if it's more about how the income was treated at the time it was earned and reported.

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Mason Davis

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Have you considered that this might actually be a blessing in disguise? If you file again with a different company, wouldn't that just create more confusion in the system? And what happens if both returns suddenly get processed? Would the IRS think you're trying to claim twice? Sometimes patience, while frustrating, is the best approach with tax matters, wouldn't you agree?

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Olivia Evans

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I went through something very similar with FreeTaxUSA last year. After 4 weeks of "not received" on WMR, I was ready to file again too. Here's what saved me from making a huge mistake: 1. **Get your IRS transcript first** - Go to irs.gov and create an account to view your 2024 transcript. This shows WAY more detail than WMR and updates faster. 2. **Check for ACK (acknowledgment) from Chime** - Look for an email or notification with your submission ID. If you have this, the IRS definitely received it. 3. **21-day rule is real** - The IRS legally has 21 days to process e-filed returns. You're at 3 weeks, so you're right at the edge. DO NOT file twice! I almost did and my tax preparer warned me it would create a "duplicate return" flag that could delay your refund by months. Since you need this money for medical bills, that's the last thing you want. If the transcript shows nothing after checking this weekend, then call the IRS Monday morning at 7am sharp (800-829-1040) when call volume is lowest. Good luck!

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Paolo Rizzo

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This is really helpful advice! I'm new to filing taxes and didn't even know about the IRS transcript option. Quick question - when you create an account on irs.gov to check the transcript, do you need any special documents or just basic info like SSN and address? I want to make sure I have everything ready before I try to set it up.

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Carmen Lopez

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I understand the frustration of watching your investments lose value, especially in a Roth IRA where you can't deduct the losses. As others have mentioned, the tax-free nature of Roth IRAs means you can't write off losses on your taxes - that's the trade-off for tax-free growth. However, before you make any drastic moves, consider that you still have the most valuable benefit of the Roth intact: all future growth will be tax-free. Instead of selling everything and trying to claim losses (which won't work), you might want to: 1. Rebalance within the Roth - sell the underperforming tech stocks and diversify into index funds or other investments 2. Keep contributing regularly to dollar-cost average your way back up 3. Remember that you have decades until retirement for these investments to potentially recover The psychological impact of losses is real, but don't let short-term pain cause you to give up the long-term tax advantages that make Roth IRAs so powerful for retirement savings.

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Natalie Wang

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This is really solid advice. I've been in a similar situation with my Roth and the hardest part was accepting that the losses couldn't be written off anywhere. But you're absolutely right about the long-term perspective - I ended up rebalancing into broad market index funds instead of individual stocks, and it's been much less stressful. The tax-free growth potential is still there even after taking losses on specific investments. Sometimes the best move is just to learn from the mistake and pivot to a more diversified strategy within the same account.

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Brady Clean

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I feel your pain on watching those tech stocks tank - been there myself with some "can't miss" investments that definitely missed! As everyone has explained, Roth IRA losses unfortunately can't be deducted, but don't let that discourage you from the bigger picture. Here's what I'd suggest: instead of selling everything and closing the account, use this as an opportunity to reassess your investment strategy within the Roth. Sell those underperforming tech stocks and diversify into something more stable like broad market index funds. You'll still keep all the tax advantages of the Roth while potentially setting yourself up for better long-term growth. The silver lining is that any future recovery will be completely tax-free when you withdraw it in retirement. That's still an incredibly valuable benefit that's worth preserving, even after taking some hits on individual stock picks.

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Jean Claude

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This is great advice about diversifying within the Roth instead of abandoning it completely. I'm curious though - when you sell those losing positions and buy index funds, does that reset your cost basis within the Roth? Or does the Roth just track your total contributions regardless of what happens with individual investments inside it? I'm trying to understand if there's any record-keeping benefit to making these moves now versus later.

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Great question! Within a Roth IRA, there's no cost basis tracking for individual investments like there would be in a taxable account. The Roth only tracks your total contributions (your "basis") versus earnings over time. So when you sell losing positions and buy index funds, it doesn't reset anything from a tax perspective - it's all just internal rebalancing. The main record-keeping benefit of making moves now is psychological and strategic: you're cutting losses on investments you no longer believe in and repositioning for potentially better future performance. Since all transactions within the Roth are tax-neutral, the timing doesn't matter from a tax standpoint - only from an investment performance perspective. The Roth will continue tracking your total contributions versus total account value regardless of how many times you buy and sell internally.

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Something important nobody's mentioned yet - if you're getting income through these apps that will now be reported on 1099-Ks, you probably need to be making quarterly estimated tax payments throughout the year, not just paying at tax time. I got hit with an underpayment penalty last year because I wasn't doing this with my side gig income. The IRS expects you to pay taxes as you earn income, not all at the end of the year. If you're going to owe more than $1,000 at tax time, you should be making quarterly payments. This whole $600 reporting change means a lot more people will need to be thinking about this!

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This is such a helpful thread! I'm in a similar boat with my freelance graphic design work - been using Venmo and PayPal for client payments and had no idea about this $600 threshold change. One thing I wanted to add that might help others: if you're scrambling to get your records organized like I was, your bank statements can be a lifesaver for tracking business expenses. I went through mine and found tons of deductible purchases I'd forgotten about - Adobe subscription, stock photo purchases, even mileage to client meetings. Also, for anyone doing this kind of side work, consider opening a separate business checking account if you haven't already. Makes tracking so much easier and looks more professional to clients. Some banks even offer free business accounts for small operations. It's one of those things I wish I'd done from the start instead of mixing everything with my personal account. Thanks everyone for sharing your experiences - this whole thread has been incredibly informative!

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Great point about the separate business account! I wish I had known about this earlier too. I've been mixing my pottery sales with personal expenses and it's been a nightmare trying to sort everything out now. Quick question - when you say some banks offer free business accounts, do you know if they require you to be officially registered as a business? I've just been operating as a sole proprietor and wasn't sure if I needed to do anything formal first. Also, did switching to a business account affect how you handle the payment app transfers, or do you still receive payments the same way? This whole thread has been a wake-up call about getting more organized. Between the new 1099-K reporting and quarterly payments, it sounds like there's a lot more to keep track of than I realized!

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When Will 846 Refund Code Appear? 2025 Return Processed 02-17 with $8,725 EIC+Withholding - Cycle 20250505

Looking at my transcript and I see codes 150, 806, and 768 dated 02-17-2025, 04-15-2025, and 04-15-2025 respectively. The codes show my tax return was filed (150), my W-2/1099 withholding (806), and earned income credit (768). My cycle date shows 20250505 with a processing date of 02-17-2025. Does anyone know what other codes I need to see before getting the 846 refund issued code? And with my processing date being 02-17-2025 does that mean it'll be processed today? Here's what I'm seeing on my transcript: CODE EXPLANATION OF TRANSACTION CYCLE DATE AMOUNT 150 Tax return filed 20250505 02-17-2025 $5 806 W-2 or 1099 withholding 04-15-2025 -$1,795.00 768 Earned income credit 04-15-2025 -$6,930.00 This Product Contains Sensitive Taxpayer Data I'm trying to figure out when my refund will be issued. The transcript shows my return was filed and processed on 02-17-2025 with a cycle date of 20250505. My withholding and earned income credit are both dated for 04-15-2025. There's only a $5 amount showing next to the tax return filed line, which seems odd. I'm wondering if anyone knows what other transaction codes typically appear before the 846 refund issued code shows up? Is there a standard timeline between seeing these initial codes and getting the 846 code for my refund? And does the processing date of 02-17-2025 mean my return is being processed today or has it already been processed?

Isabella Santos

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Pro tip: Watch for code 846 on your transcript every morning around 3am-6am EST. That's when they usually update. Also check your WMR tool - sometimes it updates before transcripts do.

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StarStrider

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the 3am transcript checking club πŸ˜… we've all been there

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Ravi Gupta

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Sleep? In tax season? Don't know her πŸ’…

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Looking at your transcript, you're actually in a pretty good spot! The fact that you have codes 150, 806, and 768 already showing means your return has been accepted and is moving through the system. The $5 amount next to code 150 is totally normal - that's just how the IRS displays the tax liability line when you have a refund coming. Your cycle code 20250505 puts you in the 5th week processing cycle for 2025, which typically means updates happen on Fridays. Since your processing date shows 02-17-2025, you should keep checking your transcript for updates - especially watch for any 570/971 codes (which would indicate additional review) or hopefully the golden 846 code with your refund date! The April 15th dates on your 806 and 768 codes are just system placeholders, not actual processing dates. With your withholding ($1,795) and EIC ($6,930) totaling $8,725, you should see that full amount when the 846 code posts. Keep checking Friday mornings around 6am EST for transcript updates! 🀞

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This is super helpful! I'm new to reading transcripts and was wondering - what exactly does the cycle code mean for timing? Like if I'm in cycle 20250505, does that mean I'll definitely get an update this Friday or could it be next Friday?

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