Takeover (Takeon, SPV Takeover)
A takeover of the administrative, windup and post close activities of an existing SPV or fund which has already closed.
Tax Extension
Every tax form has a required file date but the IRS allows for extensions to this file date. Filing a tax extension changes the file date giving additional time for preparation and filing of a tax form. SPVs file a partnership return of IRS form 1065. The required date is by March 15th of each […]
Taxable Event
Any event or transaction that results in a tax consequence for the party who executes the transaction is considered a taxable event. Common examples of taxable events for an SPV include receiving interest and dividends, selling securities for a gain, and exercising options. Unrealized gains on an investment do not qualify as a taxable event. […]
TIN (EIN)
Taxpayer Identification Number (TIN) and Employer Identification Number (EIN) are defined as a nine-digit number that the IRS assigns to organizations. The IRS uses the number to identify taxpayers who are required to file various business tax returns. TIN/EIN are used by SPVs (Traditional LLCs and Series LLCs) to file tax returns and obtain a […]
Title III (Regulation Crowdfunding/Reg CF)
Crowdfunding regulation instituted as part of the JOBS Act. Title III allows issuers to raise funds online from non-accredited individuals for investment purposes. Issuers of securities in a Title III offering must meet various requirements. See Reg CF.
Traditional LLC/LP (Regular LLC/LP)
Before the Master Series LLC/LP structure was codified there was only LLC or LP. Now, because the Master Series structure can cause confusion, we need to distinguish between the two and the typical words to describe the original LLC/LP structure is “regular” or “traditional” (or the “OG!”). A traditional LLC/LP structure typically requires a filing […]