Emily Clark
Emily trained at Travers Smith and is a partner in the tax group. She specialises in the taxation of investment funds acting for private equity houses, hedge funds and real estate funds.
She advises on fund formation and on tax-efficient structures for fund managers, carried interest and LLP conversions. She has particular expertise in tax structuring for non-domiciled investors and fund managers.
Emily also has extensive experience of group restructuring, international tax, joint ventures and real
Emily is a member of the British Property Federation´s tax committee.
Practice Area
Panel
- Contributing Author
9 Contributions by Emily Clark
PRACTICE NOTES
Carried interest in UK private equity funds: structure, allocation, CGT/IBCI taxation and 2026 reforms
FORTHCOMING CHANGE relating to the tax treatment of carried interest:
After a call for evidence on the taxation of carried interest conducted over summer 2024, the Autumn Budget 2024 formally confirmed plans to bring in a redesigned regime for carried interest from 6 April 2026, positioned within the income tax system and accompanied by tailored provisions to reflect the reward’s distinctive attributes. A consultation then explored possible new qualifying criteria for entry to the regime, and the government published its response in June 2025. Draft legislation setting out the new carried interest rules was released on 21 July 2025, intended for inclusion in Finance Bill 2026. The regime is to apply to carried interest arising on or after 6 April 2026. These measures were reaffirmed at the 26 November 2025 Budget, which also noted that revisions had been made to the draft legislation following stakeholder input. In the meantime, ahead of commencement of the new framework, the capital gains tax rate applicable to carried interest was increased to 32% with effect from 6 April 2025. For more about this reform to the taxation of carried interest, as set out in draft legislation and the government’s official June 2025 response published...
Tax
PRACTICE NOTES
Transfers of private equity limited partnership interests: UK stamp duty, SDRT and future STC: scope, calculation, exemptions, adjudication, penalties and UK/non-UK partnership considerations
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework:
In 2027, stamp duty and SDRT will be replaced by a single, self‑assessed tax on securities—the securities transfer charge (STC)—which will be paid and filed through a new online portal. The design of the STC will largely align with the proposals consulted on in 2023. Finance Bill 2026 (FB 2026) confers a power, commencing on Royal Assent, to make secondary legislation enabling taxpayers to test the digital service by self‑assessing their stamp taxes on securities and submitting transactions electronically. For further information on the programme to modernise stamp taxes on securities, see News Analyses: Budget 2025—Tax analysis—Stamp and transfer taxes; Tax update spring 2025—Stamp taxes on shares modernisation; Tax update spring 2025—Tax analysis—Stamp and transfer taxes; TAMD 2023—Stamp taxes on shares modernisation; TAMD 2023—consultation—stamp taxes on shares; and Tax Administration and Maintenance Day—27 April 2023—Stamp and transfer taxes.
FORTHCOMING CHANGE relating to a new SDRT exemption:
As announced at Budget 2025, a new exemption from the principal (but not higher rate) charge to SDRT—referred to as the...
Tax
PRACTICE NOTES
UK carried interest for private equity fund managers: employment‑related securities (restricted securities), section 431 elections, PAYE/NICs, HMRC‑BVCA MoU, internationally mobile employees and disguised remuneration
FORTHCOMING CHANGE relating to the tax treatment of carried interest:
After a call for evidence on the tax treatment of carried interest run over summer 2024, the Autumn Budget 2024 confirmed the government’s plan to introduce an updated carried interest tax regime from 6 April 2026, positioned within the income tax system with bespoke provisions to reflect the distinctive nature of this remuneration. A consultation then examined potential new eligibility conditions for entry to the regime, with the government’s response issued in June 2025. Draft legislation for the regime was released on 21 July 2025 for inclusion in Finance Bill 2026. The rules will apply to carried interest arising on or after 6 April 2026. These measures were affirmed at the 26 November 2025 Budget, which also noted amendments to the draft to incorporate stakeholder feedback. Pending commencement of the new framework, the capital gains tax rates applicable to carried interest were lifted to 32% with effect from 6 April 2025. For further information on this carried interest tax reform,...
Tax
PRACTICE NOTES
UK DIMF rules: taxation of management fees, deemed-arising and enjoyment conditions, carried interest and co-investment exclusions, IBCI interaction, anti-avoidance and double taxation relief
FORTHCOMING CHANGE relating to the tax treatment of carried interest:
After a call for evidence on the taxation of carried interest that ran through summer 2024, the Autumn Budget 2024 set out plans to introduce a revamped carried interest regime from 6 April 2026. This will sit within the income tax system, with tailored rules to reflect the distinctive features of the reward. The intention is to recognise the particular nature of such rewards within taxation. A consultation then examined potential new qualifying criteria for access to the regime, and the government issued its response in June 2025. Draft legislation for the carried interest regime was published on 21 July 2025, intended for inclusion in Finance Bill 2026. The provisions will apply to carried interest arising on or after 6 April 2026. All of this was confirmed at the 26 November 2025 Budget, which also noted that certain changes had been made to the draft legislation to take account of stakeholder feedback. In the interim, and until the new regime is in force, the capital gains tax rate applicable to carried interest was increased to 32% with effect from 6 April 2025. For more on this carried interest tax reform,...
Tax
PRACTICE NOTES
UK income-based carried interest rules: holding period test, DIMF interaction, fund-category modifications, direct lending, conditional exemptions and double taxation relief, with 2026 reforms
FORTHCOMING CHANGE relating to the tax treatment of carried interest:
Following a call for evidence on the tax treatment of carried interest held over summer 2024, the Autumn Budget 2024 saw the government set out plans to introduce a revamped carried interest tax regime from 6 April 2026, operating within the income tax system and supported by tailored rules designed to reflect the distinctive features of the reward. A consultation then considered potential new qualifying criteria for entry into the new regime, with the government’s response being issued in June 2025. Draft legislation for the carried interest regime was published on 21 July 2025, for inclusion within Finance Bill 2026. The new provisions will apply to carried interest arising on or after 6 April 2026. All of this was confirmed at the Budget on 26 November 2025, where it was also noted that further amendments had been made to the draft to take account of stakeholder feedback. Pending commencement of the new framework, the capital gains tax rate applicable to carried interest was increased to 32% with effect from 6 April 2025. For further information on this carried interest tax reform,...
Tax
PRACTICE NOTES
UK private equity funds: structuring and tax of limited partnership vehicles, fund managers, carried interest and investor terms
FORTHCOMING CHANGE relating to the tax treatment of carried interest:
Following a call for evidence on the taxation of carried interest conducted over summer 2024, the government used Autumn Budget 2024 to set out a redesigned regime from 6 April 2026. This will be embedded within the income tax system, with tailored rules acknowledging the distinctive nature of the reward. A consultation then examined possible new qualifying conditions for entry to the regime, with the government’s response issued in June 2025. Draft legislation for the new carried interest regime was published on 21 July 2025 for inclusion in Finance Bill 2026. The provisions will apply to carried interest arising on or after 6 April 2026. This was all confirmed at the 26 November 2025 Budget, which also noted amendments to the draft to reflect stakeholder feedback. In the interim, ahead of commencement, the capital gains tax rates applying to carried interest were raised to 32% with effect from 6 April 2025. For further information on this reform of carried interest taxation,...
Tax
PRACTICE NOTES
UK tax treatment of the general partner in private equity limited partnerships: role, priority profit share, management fees and expenses, non-UK issues, and LLP/SLP structures
This Practice Note
This Practice Note sets out the function and fiscal treatment relevant to the general partner in a private equity fund organised as a UK limited partnership. It focuses, in particular, on the following:
the responsibilities performed by the general partner
the manner in which the general partner is remunerated
the fiscal treatment of fund expenses
the management charge
key points where the fund (and general partner) is constituted outside the UK, and
matters to address if the general partner is a limited liability partnership or a Scottish limited partnership (instead of a UK limited company)
For broader guidance on the overall structure of UK private equity funds generally, including the fund manager’s role and certain wider tax matters, refer to Practice Note: Tax and private equity funds—fund structure. Please note that this Practice Note does not cover the disguised investment management fee (DIMF) rules, which may apply to sums received by the general partner. For more on DIMF, see Practice Note: The disguised investment management fee (DIMF) rules. The discussion largely assumes the general partner is a UK limited company. In certain fund designs it may take the...
Tax
PRACTICE NOTES
UK taxation of private equity limited partnership investors: dividends, interest and chargeable gains, non-UK source issues, partnership filing and key anti-avoidance regimes
This Practice Note explains the UK tax position for investors in a standard UK private equity fund in relation to their share of the fund’s profits.
Summary of tax treatment
A key reason limited partnerships are the preferred vehicle for private equity funds is their tax transparency. English and Scottish limited partnerships are transparent for income tax, capital gains tax (CGT) and corporation tax. This look-through approach allows investors, as limited partners, to pool capital without creating an additional layer of tax.
Accordingly, income and capital gains (and, where relevant, losses) arising within the fund are treated as accruing to the partners as though they held the underlying investments themselves. This is significant because, as with any collective investment vehicle, the objective is for an investor’s post-tax return to mirror, as closely as possible, the after-tax outcome they would have achieved by investing directly in the underlying assets.
For further detail on the general tax position of limited partnerships, see Practice Note: Taxation of limited partnerships. The tax treatment of an individual investor will, therefore, depend on the nature of...
Tax
PRACTICE NOTES
UK VAT and Private Equity Limited Partnerships: Investments, Transfers, General Partner Profit Share, Management/Advisory Services, Special Investment Funds Exemption, VAT Grouping and Place of Supply
This Practice Note explores VAT matters encountered in the private equity fund arena. It proceeds on the basis of a standard UK private equity fund arrangement, with the vehicle established as a limited partnership. (For a deeper look at how a typical UK private equity fund is put together, see Practice Note: Tax and private equity funds—fund structure.) This Practice Note reviews the VAT position for:
investing in a limited partnership fund
transferring interests in a limited partnership fund
the general partner’s priority profit share
whether VAT is payable on supplies of advisory and management services to a private equity fund
For broader VAT background, see Practice Note: VAT basic principles—overview.
Relevance of EU law
This Practice Note refers to EU Directives and Court of Justice of the European Union (CJEU) decisions. For guidance on the extent to which EU jurisprudence remains relevant for UK taxpayers after Brexit, see Practice Notes: Assimilated law and Assimilated law and tax. When the UK ceased to be an EU Member State on 31 January 2020, the UK entered a Brexit implementation period (IP) during which it continued to be treated as a...
Tax
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