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The Complete Guide to Profits Interest

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Startups and limited liability companies are known for their limited funds, and they prefer to cut down on employee payments to preserve money and recycle whatever they generate into their growth. As a result, they often offer equity compensation to their employees; more specifically, profits interests.

What Is a Profits Interest?

A profits interest is a form of equity compensation used by limited liability companies to incentivize key employees and service providers to remain invested in the company’s success.

They’re granted in exchange for the employee’s service to partnership, incentivizing them to become more proactive in pursuing greater profitability of the company. These incentives bolster the worker’s performance by rewarding achievement, while simultaneously facilitating leadership and owner succession.

They’re granted in exchange for the employee’s service to a partnership, bolstering their performance by rewarding achievement while facilitating leadership and owner succession.

They help attract new, high-performing talent while retaining key employees. Effectively, they give the holder of the grant the right to a share of future profits and appreciations of the partnership. However, what makes them great is that they don’t require any initial capital investment.

In contrast to profits interests, a company can also award equity ownership through capital interest, which is a type of stock that offers the employee a share of the company at the time of grant.

Tracking Profit Interest Units for your LLC/MLP

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Key Advantages of Profits Interest

There are three key advantages that make profit interests into superior incentives for partnerships. More specifically, they’re taxed as property, they’re incredibly flexible, and they’re accretive.

With all these advantages combined, profits interests become especially effective for incentivizing employees in middle-market partnerships. Here are three key advantages of profit interests:

Profits Interests Are Taxed as Capital Gains

Where capital interest may be taxable as compensation upon vesting or subject to long-term capital gains tax if sold later, profits interests aren’t, as the liquidation threshold renders profit interest worthless on its date of grant.

However, suppose the profit interest holder promptly files an 83(b) election. In that case, the Internal Revenue Service (IRS) will treat their profits interest as a long-term capital, taxable at capital gains rates, rather than ordinary income.

Vested profits interests could lose their tax treatment over capital interests in four situations:

  • If the profits interest is related to a predictable source of income. This includes revenue from high-quality debt securities and net leases
  • If the grant holder disposes of the profit interests within two years of receipt
  • If profits interests are vested in partnership interests traded on secondary markets or on securities market
  • The interest is not a limited partnership in a publicly traded partnership

On top of that, unvested profits interests have two additional conditions:

  • The interest recipient isn’t treated as a real partner for tax purposes
  • Compensation deduction is taken for said interests

Here are two examples:

If you are granted 50 profit interest units in an LLC, based on a deemed value of $0.00 per unit on the grant date, there’s a three-year vested period, after which the units are worth $500.00 each.

Example 1: You didn’t file an 83(b) election — At the time of vesting, you’re deemed to have an income of $25,000 (regardless of whether or not you were able to monetize the units). As a result, you’ll be required to pay 36.9% ordinary income tax on that amount. That’s equal to $9,225 of income tax.

Example 2: You filed an 83(b) election — No tax would be payable at the time of vesting, but only when you actually monetize the units. In that case, the tax is at the capital gains rate, of 20%. Therefore, you’re only due $5,000 in taxes.

Profits Interests Are Very Flexible

Profits interests are incredibly customizable in ways that best suit the needs of partners and gainsharing key employees. For example, profits interest awards can be passive and non-voting or grant “owner power” to the recipient. This provides the recipient with certain rights and privileges and access to corporate books and records.

Profits interests can be granted immediately or vested over time, based on personal performance and/or corporate success. In addition, the garnishing value components of the profits interest, like the share of annual profit allocation, and liquidation value, can be customized. The same applies for its payout, which can range from installments to a lump sum.

Since they’re not necessarily proportional, business owners can create customized distribution waterfalls or profit interests. This ensures that key executives receive a portion of the proceeds if the owner decides to sell the business.

They Accrue From the Future Success of the Business

The value of a profits interest accrues from the company’s future success, so it has no value when issued. Instead, its monetary value is generated only after it’s granted, when profits and upside equity value are allocated.

As a result, owners can be comfortable that they’re only giving up a small amount of their company’s potential growth. Moreover, when adequately designed, profits interest adds value to the underlying capital-interest founders and future profits interest holders.

Profits Interest Valuation Process

Before evaluating a profits interest award, an expert must identify all profits interest units the company has issued. All units that aren’t specifically classified as capital interests are considered profit interests.

The next step outlines what benefits profits interest owners receive. LLCs are usually taxed at an individual owner level, so profits generally refer to earnings before taxes. However, it may also refer to revenue, gross profits, sales, or future value appreciations.

It’s also quite important to understand the terms and conditions that apply to profits interest units. For example, if a profits interest member receives a share of the future income, that value will be based on the present value of the projected revenue.

Additionally, profits interests that provide a share of future appreciations pay out only when the unit is redeemed. As such, they’re usually valued using option-pricing models, which allow for more complex terms, assumptions, time frames, and possibilities.

Key Considerations in Granting Profits Interests

Here are some key considerations that usually need to be taken into account when structuring profits interests:

Determination of Distribution Threshold

A fair market value determination of the partnership must be established at the time of each individual profits interest grant. This ensures that the value of a profits interest, at grant date, is actually $0.00.


Profits interests can be fully vested, or vested over time, depending on the partnership. Vesting over time is typically used to incentivize a key worker to remain aligned with the partnership over the vesting period. There are a couple of notable differences between vested and unvested interests:

  • Distributions — Vested profits interests receive distributions as other partnership owners, subject to the aforementioned threshold. A partner with unvested profits interest could be withheld from distributions with respect to their invested interests, or have their interests held in a separate account until the interests vest.
  • Forfeiture and repurchase — Unvested interests are usually forfeited by the holder in face of certain events. Vested interests, on the other hand, are subject to repurchase by the partnership under those same conditions.
  • Allocations — If a partnership intends to vest profits interests over time, it will almost always include a provision stating that allocations from previous years will be re-allocated to the holder of the interest once it has fully vested.


Company Repurchase Rights

Profits interests are subject to repurchase by the company, usually on discontinuation of service to the partnership by the interest holder. A “put” right, (which is a right and not an obligation, of the interest holder) is rare. It’s only included in the individual agreements, negotiated by the pre-grant partners, and the grant recipient.

Other Rights of Profits Interest Holder

Profits interests are often designed as a separate category of interests under an operating agreement, or a partnership. They’re structured in a manner which makes them much more limited compared to capital interests. As a result, they’re effectively prevented from voting and managing the company.

Profits Interest Unit Examples

A grant of the profit interest is an interest in the future profits of the company, including both the income statement profits and the value of the company. However, the former doesn’t necessarily mean an entitlement to cash distributions of said profits — which is something determined by partnership agreements and grant conditions. Here are some examples:

Example 1: Profits interest — Let’s say that the company is worth $1,000,000 and has $50,000 in annual profits. A worker with a 10% interest grant doesn’t have any interest in the company’s current market value, but they do have a 10% interest in annual profits, which equates to $5,000. If the yearly profits increase to $100,000, the worker’s investment in annual profits increases to $10,000.

Example 2: Stock options — If the company’s worth is $1,500,000 and it’s later sold for $2 million, a worker with a 10% stock effectively owns $150,000 of the overall value. However, once the sale is finalized, the worker will receive an additional 10% of the sale price. In this example, that $50,000. Those owning a 10% profits interest grants own $0 of the company value, but do get 10% of the increase in value once the sale is concluded. In this example, that’s also $50,000.

It’s worth noting that profits interest grant recipients must be partners with the company. As such, they must be treated as partners and can’t be treated as employees. In addition, if the recipient does receive payments for any types of services within the partnership, they must pay self-employment taxes on those payments.

Are There Tax Consequences?

When a worker receives a profits interest grant, they stop being an employee within the company. That effectively deprives the partnership of the ability to deduct that worker’s wages, resulting in the partnership’s higher net profit.

However, given that profits interests dilute the ownership of the pre-grant partners, the taxable income assigned to said partners might not exceed the pre-grant state. On the other hand, the new partner would be subject to approximately a 7.65% tax increase to cover for the full self-employment taxes.

Benefits of Using Software to Track Profits Interests

Time is money, so why should you spend yours tracking your profits interests when you could spend that time elsewhere. There are numerous software apps that can help you track profit interests and other financials. Here are the four benefits of using software to track profit interests:

Reduces Risk

While business is all about taking risks, keeping track of your equity interests as well as other financial KPIs is very important. This was previously done, either by hand, through pen-and-paper methods, or by employing various software solutions.

However, most people rely on standard office-package software that edits and processes spreadsheets or draws up financial data. While there is nothing wrong with using such software, it’s often packed with unnecessary features or requires long strings of functions to display the necessary data.

Using software that’s specifically designed to process and store data related to profits interests is crucial. A dedicated, locally-run software platform with all the necessary and required tools for managing partnership interests would eliminate a ton of unnecessary risk.

If you want to learn more about software solutions for managing ownership interests, or more specifically, profits interests, visit insightsoftware’s PIU solutions.

Eliminate Spreadsheets

Juggling endless spreadsheets puts your equity compensation at risk. Since equity plans are an important part of your employee benefits package, they usually come with a slew of legal, tax, and compliance requirements. Moreover, using spreadsheets to manage them introduces additional and unnecessary risks — a single piece of inaccurate data might jeopardize your entire data set.

You’ll also likely lose more time trying to locate the inaccurate data. Specialized software for profits interest units will help you keep and organize the data. Given that it’s specifically created for that sole purpose, it’s more than likely to help you prevent mistakes while managing your PIU grants.

Ability to Scale

As your company grows in size, your capitalization table grows in complexity. Office-package spreadsheet software tends to get buggy and unstable once spreadsheets exceed a certain size.

Those same spreadsheets become unwieldy as their complexity grows. The best way to provide analysis of a company’s percentages of ownership, equity dilution, and value of equity for individual investors, founders, and other owners is to invest in specialized software.

Systems that once worked flawlessly go haywire, becoming unmanageable and sometimes outright dangerous for your business as the complexity grows. Opting for specialized software with an ability to scale is the best possible option.

Saves Time and Money

Using specialized software for profits interest management saves you time and money, both short-term and in the long run.

As your business/investments grow, so will the number of hours your team spends copying and pasting data into spreadsheet management software add up. It’s ineffective, wastes valuable time, and negatively impacts your finances.

Questions to Consider When Deciding to Issue Profits Interests

While profits interests are a great way to incentivize employees, employers need to ensure that they have reviewed their company’s organizational documents and structure. They also need to ensure that the benefits of offering profits interests will outweigh the potential burdens to the company and the intended recipient.

Here are a few key questions that recipients and grantors need to carefully consider and answer before issuing a profits interest:

  • Will the series or class have a share in the dispersal of liquidating distributions and of operating income?
  • Will the profits interest be subject to vesting? If it will be subject to vesting, what will be the vesting schedule, and what will the consequences be if the vesting isn’t met?
  • Will the series or class be granted distributions to pay taxes on its allocated share of LLC income annually?
  • Will the series or class have voting rights?
  • Are the series or class subject to certain restrictions that will not apply to other LLC interests?
  • What is the exact value that has been agreed upon for the LLC subject to the granting of the profits interests? Careful consideration needs to be done on this point as this value will be the amount that is attributed to the existing LLC equity holders. Should the value be too high, it’s likely that the profits interest will never share in any appreciation if the value isn’t reachable and is surpassed.


Profits interests are incentive-based compensations that grant their holders rights to the company’s future profits. They’re a great way to retain key employees and incentivize them to further invest in the company’s success. The more successful the company becomes, the more profits it will earn, and higher profits mean higher compensation for the holders.

Profits interests tend to become more complex as the companies grow, and managing them becomes more strenuous. However, that doesn’t have to be the case, thanks to the profit interest unit software solutions that help with management.