A "carried interest", also known as a "promoted interest" or a "promote" in the real estate industry, is a financial interest in the long-term capital gain of a development given to a general partner (GP), usually the developer, by the limited partners (LPs), the investors in the partnership. It is paid if the property is sold at a profit that exceeds the agreed upon returns to the investors, and is designed to give the developer a stake in the venture's ultimate success. This serves to align the interests of the GP with the investors by allowing the GP to share in the "upside" of the real estate venture, and to compensate the GP for the substantial risks taken during development of the project and during the period prior to sale of the property. Carried interest has traditionally been treated as capital gains income taxed at favorable capital gains rates.
Beginning in 2008, there have been efforts in Congress to change the tax treatment of carried interest from capital gains to ordinary income. Supporters of the legislation described it as eliminating a loophole used by Wall Street private equity and hedge fund managers to avoid taxes. However, the proposed partnership tax law change would disproportionately impact the real estate industry since real estate partnerships comprise over 46 percent of all partnerships and many use a carried interest component in structuring development ventures. Such a change would result in a dramatic tax increase on real estate partnerships using carried interest.
NAIOP opposes a change in the tax treatment of "carried interest" that would result in an increase in tax rates from capital gains to ordinary income rates. These proposals ignore the very real risks undertaken by general partners in real estate development, and treats carried interest income as if it were guaranteed salary. Reducing incentives for entrepreneurs to undertake the risks inherent in development would have a pronounced negative impact on the real estate industry, and would lessen the flow of investment capital to the real estate industry.
Comprehensive tax reform discussion drafts introduced in both the House and Senate during the 113th Congress have eliminated capital gains treatment for carried interests. However, the carried interest provision included in the final version of House Ways & Means Committee Chairman Dave Camp’s reform legislation exempted carried interests used in real estate partnerships, which would continue to be treated as capital gains. The carried interest issue is expected to be raised again in the 114th Congress as it debates comprehensive tax reform proposals.