Private Equity, Internal Revenue Code (IRC), Limited Partnerships

U.S. Tax Court Issues Ruling on Self-Employment Tax Exception for Limited Partners

Stinson LLP on 6/12/2025

On Wednesday, May 28, the U.S. Tax Court ruled in Soroban Capital Partners LP v. Commissioner that a "functional analysis" test applies when determining whether a limited partner who contributes services to a partnership may...more

Tax Court’s Decision in Soroban—Potential SECA Tax Implications for Management Fee Income

Morrison & Foerster LLP on 6/11/2025

On May 28, 2025, the U.S. Tax Court issued its decision in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban”), holding that “limited partners” of a management company organized as a Delaware limited...more

The Limited Partner Exclusion From Self-Employment Tax – But Who Is A Limited Partner?

Rivkin Radler LLP on 6/11/2025

An Agency Under Siege - The mission statement of the IRS reminds taxpayers that it is their responsibility to understand and meet their tax obligations, while it is the role of the IRS to “enforce the [tax] law with...more

Another U.S. IRS Victory in the Self-Employment Tax Arena: Denham Capital Management

Hogan Lovells on 1/31/2025

For those keeping score at home, it’s currently two wins for the IRS in as many years, and nada/zilch/zero for the fund managers, at least when it comes to the limited partner exception for self-employment taxes (the “Limited...more

Tax Court Reaffirms Soroban Holding that “Active” Limited Partners are Subject to Self-Employment Tax

Foley & Lardner LLP on 1/13/2025

On December 23, 2024, the Tax Court ruled in Denham Capital Management LP v. Commissioner (T.C. Memo. 2024-114), that limited partners that actively participated in the activities of a fund manager formed as a state law...more

Private Equity › Internal Revenue Code (IRC) › Limited Partnerships

U.S. Tax Court Issues Ruling on Self-Employment Tax Exception for Limited Partners

Tax Court’s Decision in Soroban—Potential SECA Tax Implications for Management Fee Income

The Limited Partner Exclusion From Self-Employment Tax – But Who Is A Limited Partner?

Another U.S. IRS Victory in the Self-Employment Tax Arena: Denham Capital Management

Tax Court Reaffirms Soroban Holding that “Active” Limited Partners are Subject to Self-Employment Tax

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