Mississippi Assignment of Net Profits Interest

State:
Multi-State
Control #:
US-OG-303
Format:
Word; 
Rich Text
Instant download

Description

This form is used when Assignor grants, assigns, and conveys to Assignee a percentage of the net profit interest in the Working Interest. The Net Profits Interest is the stated percentage interest in the share of monies payable for gross production attributable to the Working Interest less the costs and expenses attributable to the Working Interest.

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FAQ

From an accounting perspective, profits interest is generally accounted for under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718 Stock Compensation or FASB ASC 710 Compensation.

A profits interest in an LLC is a legal form of equity and will make the recipient a partner or member of the LLC for tax purposes.

What is a profits interest? A profits interest, also known as ?carried interest? or ?promote,? is an equity interest in the future appreciation of a partnership (or an LLC that is taxed as a partnership).

A capital interest is a type of equity commonly issued by LLCs, under which the member of the LLC contributes capital to the LLC and has an ownership interest. Unlike a capital interest, profits interests do not represent ownership in the LLC.

A profits interest represents an actual interest in the ownership of a partnership. As such, it differs from a stock option (another form of awarding an ownership stake), which grants to the holder a right to buy into a company at a time in the future.

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.

The liquidation threshold is oftentimes referred to as the distribution or hurdle threshold. This threshold is set at a level such that the profits interest would be entitled to $0 of the LLC's exit proceeds if the LLC were to hypothetically ?liquidate? on the profits interest's grant date.

Properly designed, profits interests convey an ownership share of future profits and equity upside without a capital stake in the past. This powerful incentive plan requires no buy-in; is not taxable at grant or vesting; and, its capital liquidations are taxed as capital gains.

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Mississippi Assignment of Net Profits Interest