How Capital Accounts Work in Syndications
Tilden Moschetti: One term you
oftentimes see in private equity
funds documentation, or in
documentation for syndications
is a term called capital
account. So what exactly is a
capital account? And how do you
use
it My name is Tilden Moschetti.
I am a syndication attorney with
the Moschetti syndication Law
Group. One of the things I
really enjoy most about my job
not only is working with the law
and working with great clients,
but I also get to work on things
in finance. So finance is
another one of my passions, I
love studying it, I read finance
books, even read accounting
books, because the two go hand
in hand. So one topic that
oftentimes comes up lets me talk
about it more than more than
ever, to my clients. And that is
what does this term mean capital
accounts? So for example, a lot
of times we talk about an
initial capital account for your
members or for your investors.
What is that? Or what are these
other accounts that are getting
set up? What is a capital
account anyway? Well, let's
break it down. So capital
obviously means money. So it
means cash. These are the cash
accounts that we use in order to
manipulate things and our
counts. We don't mean bank
accounts. That's an account
specifically in a bank. When we
talk about capital accounts,
we're talking about accounts as
it relates to accounting. So an
account is just like a group of
grouping of funds that we can
keep track of. So sometimes
you'll hear accountants talk
about a chart of accounts, that
can be a list of different
accounts. So you might think of
it as a budget item, like you
have your mortgage and that goes
into your your mortgage, on your
blog, excuse me on your budget
item. Or you think about
groceries, you know, things like
that are are parts of your
budget. for accounting purposes,
we talk about them as accounts.
So it's that pool of money
that's set aside or that's
segregated for a specific
purpose. So a capital account is
that cash that separate aside
for a specific person, that each
investor has a capital account,
so we keep track, if an investor
invest $100,000, we logged log
$100,000 in their capital
account, that's their initial
contribution, that is their
initial capital account. Now
that money can come up or it can
go down based on different
things that take place. If we
make a distribution of a get as
a return of money, that can
reduce the amount of their
capital account, that's we still
I oftentimes still call the
initial capital account, even
though it's not initial anymore,
but it's reduced that amount
that they have cash that they
have as pure equity in their
accounts. So I hope that's been
helpful. But let's talk about
some key takeaways before we
leave for today. Key takeaways
are capital accounts are those
accounts that keep track of the
capital in the LLC that always
start at zero and are adjusted
through those contributions,
distributions, taxable income
and taxable losses. Both both
the company's capital accounts
and the investors capital
account need to end at zero. So
your final distribution at the
very end of the day should be
zero. capital accounts are
oftentimes very confusing and
keeping track of them,
especially in that first year.
And especially if you have
different distribution periods
for each investor. Some of my
investors like to only get
distributions annually, some of
them get it quarterly. And it
can get confusing on which is
which because we have to build
different accounts. I also keep
track of a preferred balance
account, which is an account
that keeps track of any monies
that they've made that they
shouldn't be receiving because
of a preferred return, but they
haven't received yet. And
lastly, again, those cash
contributions, those cash
distributions, reporting taxable
income and reporting taxable
losses, all of those, they
impact the capital accounts. My
name is Tilden Moschetti. I'm a
syndication attorney with the
Moschetti syndication Law Group.
We can help you stay in
compliance with the SEC, make
sure that everything's right.
Keep your investors happy. All
those things. Start with a good
legal framework. That's what
we're here for to make sure that
we help you be successful as a
syndicator or a private equity
fund manager.