Extract to table

A cross-reference to the LLC Agreement tax provisions markup prepared by Calderwood & Harkness, dated March 10, 2024, is appropriate here, and we note that the accelerated vesting terms must be reviewed for consistency with the profits interest analysis set forth in this memorandum

The most important operational requirement of Revenue Procedure 2001-43 is that the service provider must be treated as a partner from the grant date — not from the vesting date

The Holdings LLC operating agreement must include the necessary allocation provisions, and the partnership's annual Schedule K-1 filings must reflect these allocations

Liquidation Value Test The threshold requirement for profits interest treatment is that the interest must have a liquidation value of zero at the time of grant

Filing Requirements The Section 83(b) election is subject to strict procedural requirements that must be scrupulously observed

The election must be filed with the Internal Revenue Service within 30 days after the date on which the property is transferred to the service provider