Blocker Corporation - Setup for Tax-Exempt and Foreign LPs
Recording the capitalization of a blocker corporation (C-Corp) interposed between the fund and a portfolio company to shield tax-exempt LPs (pension funds, endowments) and foreign LPs from UBTI and FDAP income.
| Account Name | Type | Debit ($) | Credit ($) |
|---|---|---|---|
| Investment in Blocker Corporation - Portfolio Co. O | Asset (+) | 10,000,000.00 | - |
| Cash & Cash Equivalents | Asset (-) | - | 10,000,000.00 |
💡 Accountant's Note
Tax-exempt LPs (universities, pension funds) are subject to UBTI (Unrelated Business Taxable Income) if they invest directly in operating businesses through pass-through entities. Foreign LPs face FDAP withholding and ECI (Effectively Connected Income) risks. A blocker C-Corp absorbs the UBTI/ECI at the corporate level, pays corporate tax, and pays dividends to the fund — converting operating income into dividend income for the LP, which is not UBTI.
Practitioner & Systems Framework
💻 ERP Architecture
The blocker corporation is a separate legal entity with its own tax return (Form 1120) and books. The fund's investment in the blocker is a single equity investment line item. The blocker's own portfolio investment is on the blocker's books. Consolidation into the fund's financials depends on whether the fund is deemed to control the blocker.
⚠️ Audit Flags
Auditors assess the blocker's tax position — corporate tax accruals at the blocker level reduce the net return to LPs that use it. The economic cost of the blocker (corporate taxes) vs. the benefit (UBTI protection) must be documented. IRS scrutiny of blocker structures is significant.
📄 Required Documentation
Blocker corporation formation documents (Delaware C-Corp), corporate resolution, subscription of shares, tax advisor memo on UBTI/FDAP analysis, blocker's separate financial statements and tax returns.
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