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Tax Court says fund partners must pay self-employment tax

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Registered investment advisory firms that actively manage a private fund as limited partners must pay Uncle Sam for self-employment taxes on their profits, according to a court decision.

The Tax Court ruling last month in Denham Capital Management LP v. Commissioner will face a challenge in the Fifth Circuit Court of Appeals. In the meantime, the principals of RIAs or other advisory practices that also manage private funds should review the decision to see how it affects any possible taxes on their distribution of profits, according to Brett Cotler, a partner in the Taxation Group of law firm Seward & Kissel. An exclusion had previously shielded limited partners from taxes on their distributed shares in the form of net earnings from self-employment.

“The tax savings were definitely one reason why fund managers would structure their businesses — and wealth managers, too — as an LP structure,” Cotler said in an interview. “If it’s not the final nail in the coffin, we’re pretty close to it. … We’re thinking of a couple ideas that potentially would retain these tax savings for clients, but we’re still thinking through the pros and cons of those.”

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At the end of 2023, at least 5,560 RIAs that were registered with the Securities and Exchange Commission managed private funds — or 36% of the total count, according to the annual industry snapshot from the Investment Adviser Association and compliance firm COMPLY. 

Over a third of those firms that manage private funds do so as their exclusive form of business, but many of the rest are retail-focused RIAs that operate their own investment vehicles. Larger RIAs are especially likely to do so: 71% of firms with at least $100 billion in client assets, 67% of those with $5 billion to $100 billion and 54% with $1 billion to $5 billion manage hedge funds, private equity vehicles or investments focused on areas such as venture capital, real estate or other securitized assets. Some smaller RIAs operate specialized “exempt-reporting” vehicles that don’t need to register as private funds, the snapshot noted. 

RIAs had been bracing for a series of private fund reforms under an SEC rule adopted in 2023, but a court decision last year vacated the regulation entirely after industry pushback.   

“Over the past 10 years, the number of advisors offering private funds, the number of private funds and the assets in private funds have grown consistently,” last year’s snapshot said.

In the Tax Court case, a limited liability corporation that was the general partner and five limited partners who were owners of the investment manager received guaranteed payments and other distributions out of the profits generated by the fees from the private funds. The judge applied a test known as a “functional analysis” to decide whether the exclusion for limited partners from self-employment taxes applied to the distribution. In essence, the determination revolves around the question of whether the limited partners more closely resemble passive investors or employees, according to an analysis of the decision by Seward & Kissel.

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The limited partners got “reasonable compensation” as part of a base salary separate from the profit payments that was far lower than the pay of other employees of the fund company, the judge ruled.

“The Tax Court found that each of the limited partners were actively involved in the activities conducted by the investment manager, were held out as active partners in audited financial statements and prospectuses, devoted substantially all of their working time to the investment manager and actively directed and strategically guided the investment manager,” according to the law firm’s analysis of the decision.

“This opinion is the second Tax Court decision holding that a limited partner under state law who is actively involved in an investment manager’s business activities is subject to self-employment tax, notwithstanding the statutory language of the limited partner exception,” the analysis continued. “It has been publicly reported that one taxpayer is appealing the holding of an earlier Tax Court case on this issue to the Fifth Circuit Court of Appeals. The decision by the Fifth Circuit will provide more clarity on the ultimate application of the self-employment tax to limited partners. Management companies that are structured as limited partnerships should consider the application of these recent Tax Court decisions for the current and future taxable years.”

READ MORE: Appeals court sides with foreign investor over IRS and Tax Court decision

The exemption from self-employment taxes usually works out to savings of about 4% off the total hit — a number that sounds small but gets much bigger “when you multiply it out” over millions of dollars in annual profit over several years, Cotler noted. RIA owners who manage private funds should speak to their certified public accountant or another tax professional to assess the potential impact of the ruling on their 2024 taxes and moving forward, he said.

“The tax effectively puts the owner in more or less the same position as the employee who’s subject to W-2 wage withholding,” Cotler said. “I do anticipate there will be some reactions within the industry in terms of ways to restructure.”

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Continuous Auditing Transforms Corporate ERPs

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continuous auditing transforms corporate erps

As corporate accounting departments cross the threshold into late July 2026, the adoption of continuous, automated auditing systems has reached a definitive turning point. Driven by advances in artificial intelligence and deep integration with modern Enterprise Resource Planning (ERP) platforms, leading finance organizations are moving away from traditional, periodic post-hoc audits in favor of real-time, 100% transactional verification. This technological transition is redefining internal control environments, reducing compliance costs, and eliminating the structural delays inherent in legacy quarterly closing processes.

Unlike traditional auditing frameworks that rely on statistical sampling—a process that inevitably leaves operational blind spots—continuous auditing software monitors operational data feeds continuously. Every purchase order, electronic invoice, payroll disbursement, and cross-border wire transfer is automatically cross-referenced against established corporate governance parameters, regulatory tax schedules, and anti-fraud algorithms in real time. Anomalies or unauthorized ledger entries are flagged instantly, allowing internal audit teams to investigate and remediate compliance gaps immediately rather than months after the close of a financial period.

The implications for executive financial management are far-reaching. By embedding continuous verification directly into daily transaction workflows, chief financial officers gain uninterrupted visibility into the organization’s true financial standing. Real-time balance sheet auditing eliminates the severe operational bottlenecks associated with month-end and quarter-end financial reconciliations, freeing accounting professionals to focus on strategic financial modeling, tax planning, and capital allocation rather than manual data entry and spreadsheet consolidation.

However, implementing continuous auditing requires accounting leadership to invest heavily in data governance and technical upskilling. Internal audit teams must evolve from manual ledger reviewers into system architects capable of auditing complex algorithms and validating automated data pipelines. Accounting firms and corporate controllers that master continuous auditing will establish a resilient compliance framework capable of meeting stringent international regulatory standards with total transparency.

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U.S. Imposes New 50% Tariffs on Canadian Imports Under Rare Legal Provision

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U.S. Imposes New 50% Tariffs on Canadian Imports Under Rare Legal Provision

WASHINGTON — In a major escalation of cross-border trade friction, U.S. President Donald Trump has signed executive orders imposing new 50% tariffs on a wide selection of Canadian exports, citing discriminatory practices by Ottawa targeting American auto, dairy, and beverage industries.

The new duties, announced Monday, will take effect in 30 days. They target a broad spectrum of consumer and industrial goods—ranging from wine, liquor, and milk products to commercial cement, furniture, clothing, and hockey equipment.

Untested Legal Mechanism

To enact the sweeping measures, the administration invoked Section 338 of the Tariff Act of 1930—a rarely used legal provision allowing the executive branch to levy additional tariffs of up to 50% on foreign nations deemed to discriminate against U.S. commerce.

White House officials noted that Section 338 addresses trade discrimination rather than national security or economic emergencies. The move comes months after prior global emergency tariffs faced legal challenges in domestic courts, signaling Washington’s pivot toward alternate statutory authorities to maintain import duties.

Senior administration officials briefed reporters that the measure directly responds to Canadian provincial bans on U.S. alcohol, restrictions on American vehicle exports, and import quota disparities affecting U.S. dairy and cheese producers relative to third-party trading partners.

“While the administration continues to secure reciprocal trade agreements globally, Canada retaliated against efforts to protect domestic industry,” U.S. Trade Representative Jamieson Greer stated.

USMCA Impact and Carve-Outs

Significantly, the newly ordered 50% duties will apply to designated items even if they otherwise comply with the United States-Mexico-Canada Agreement (USMCA).

However, the administration confirmed key targeted exemptions:

  • Energy products (including oil and natural gas)
  • Potash and critical minerals
  • Fish and seafood
  • Goods already governed by sector-specific duties (such as existing steel and aluminum tariffs)

Administration representatives emphasized that the tariffs do not stem from recent disputes concerning drifting Canadian wildfire smoke, noting that policy options regarding environmental spillover remain under separate review.

Canadian Response and Market Reaction

Following the White House announcement, the Canadian dollar experienced a sharp decline against the U.S. dollar, falling approximately 0.4% during evening trading.

Canadian Prime Minister Mark Carney issued a statement emphasizing that Canada’s earlier counter-duties had merely matched previous U.S. trade actions. “Canada stands ready to engage intensively to address outstanding issues with the U.S. to the mutual benefit of our citizens,” Carney stated, pointing to detailed proposals Ottawa submitted to modernize the USMCA framework.

Ontario Premier Doug Ford took a firmer stance, urging a “dollar-for-dollar” reciprocal response if the measures go into effect on August 19.

With a 30-day implementation window before the duties officially lock in, industry associations and trade groups on both sides of the border are calling for urgent bilateral negotiations to avert further supply chain disruption across North America.

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Accounting

Automated Continuous Auditing: Transforming Compliance and Real-Time Financial Oversight

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Transforming Compliance and Real-Time Financial Oversight

The traditional accounting paradigm—defined by periodic monthly closures and post-hoc annual audits—is rapidly giving way to continuous, automated financial oversight. As of July 2026, forward-thinking accounting practices and multinational corporate finance departments are leveraging continuous auditing systems powered by advanced machine learning models. These systems monitor operational transactions in real time, shifting audit methodologies from sample-based post-analysis to absolute, 100% transaction-level verification.

The operational advantages of continuous auditing are transformative. Standard auditing procedures historically relied on statistical sampling, which, despite rigorous methodology, inherently left gaps where anomalies or fraudulent transactions could go undetected for months. Modern continuous auditing platforms integrate directly with enterprise resource planning (ERP) databases, instantly cross-referencing purchase orders, invoices, bank feeds, and tax records. Any deviation from established control parameters or unusual transaction behavior triggers immediate flags for internal audit teams, dramatically reducing detection lag from quarters to seconds.

Beyond fraud prevention, continuous auditing fundamentally alters internal reporting and decision-making. Executive leadership no longer has to wait weeks after the close of a quarter to evaluate precise financial standing; real-time verified ledger data provides an uninterrupted view of operating margins, tax liabilities, and cash flow dynamics. This real-time visibility enables corporate controllers to adjust capital allocation strategies dynamically, mitigating liquidity constraints and capitalizing on emerging commercial opportunities far more efficiently than competitors bound to legacy reporting cycles.

However, implementing continuous auditing requires accounting professionals to acquire new analytical capabilities. The role of the auditor is evolving from manual data reconciliation toward system validation, algorithmic model governance, and strategic risk interpretation. Accounting firms and corporate finance departments must invest in continuous technical education, ensuring that audit staff possess the data engineering skills necessary to design, maintain, and evaluate complex automated compliance systems.

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