Who this affects
- Fund administration clients
- Android (Previously available on iOS)
Carta users will now be able to perform a Cashless Hold Exercise and Cashless Sell Exercise on the mobile app.
Users with holdings in public companies on Carta will now be able to exercise and sell their shares via a Cashless Hold or Cashless Sell transaction while on-the-go through the Carta mobile app. These features were previously available to users via desktop, and this launch closes the previously existing gap in functionality between the Carta web experience and the Carta mobile app.
Carta mobile app users will now be able to login using a web-browser on iOS and Android. Web-login gives us the benefits of browser-based authentication, and better security, without disrupting the user experience.
Employees and Investors
iOS & Android
In an effort to bring login and authentication together across all Carta platforms, we are launching browser-based login on mobile. The web-login experience will use Safari on iOS and a default browser on Android.
Users with holdings in companies identified as Qualified Small Businesses (QSB) will now be notified of the potential tax benefit. Carta determines QSB eligibility when performing a 409A valuation and email notifications will be sent to all users associated with the company once the valuation is accepted. In addition, vesting emails will include information about the qualified small business stock (QSBS) tax benefit.
Furthermore, users can now find a banner in the company overview page within their portfolio that informs them about QSBS eligibility, linking to a blog post to learn more. Finally, users will be notified if their exercise qualifies for QSBS once they submit an exercise request.
US Companies using Carta for 409A valuations that are QSBS eligible and all their stakeholders, prioritizing “Vested” option holders.
Emails are sent to all users associated with a company that qualifies as a QSB. If Carta determines the company is a qualified small business, emails are sent once the 409A valuation is accepted. Extra emails are sent to all users each time the company’s valuation includes eligibility.
Vesting emails will now include information about QSBS eligibility to help make a more informed decision about exercising.
A banner informing users of the QSBS Eligibility Tax Benefit can be found next to the company’s name in their portfolio. This banner appears for companies identified as qualified small businesses, including information about the potential tax benefit from exercising and the expected timeframe of the company’s eligibility.
Upon submitting an exercise request, the Congratulations page will inform users that the shares are QSBS-eligible. It summarizes the conditions and links to an Equity Education article to learn more (highlighted in red).
Soon, Carta customers will start seeing an expanded set of Roles to help you reflect the different individuals who are handling different aspects of Cap Table management.
For now, users assigned to new roles will serve as point of contact for their areas. Over time, these individuals will see updated experiences and be guided to relevant Carta tools.
To see this experience, Navigate to "Company > Permissions and Roles > Roles"
If Company tax data is not complete:
If Stakeholder tax details are not complete, update missing data under the Stakeholder details tab of the same Form 3922 page
5. If the missing data was entered in, return to the Compliance > Section 6039 page and click Generate to click through the steps to proceed and add company contact information. The company contact is formatted into the electronic Copy A .txt file that will be uploaded to the IRS site.
Click Generate Form 3922 to begin the generation of the files.
6. Refresh the page after some time if you see a spinning wheel or navigate away and return later.
7. Once generated, click Download reports for the tax year to download a .zip file to your local drive that contains all necessary data for Copy A (efile), and Copy B (statements).
The .zip file will be split out into the following three files:
For any filing questions, contact your tax advisor.
Public and Private Market companies with an ESPP.
This feature can be enabled on demand by reaching out to our support team or Customer Success Managers.
The product team will be enhancing Form 3921 functionality to bring it more in line with the new Section 6039 admin experience.
LPs subscribing to Funds and SPVs using Carta's Closings Tool can now E-Sign a pre-filled W-9 while filling out subscription documents.
Having LPs submit a tax form is an important part of the closings process for any Fund or SPV to ensure tax teams correctly prepare LP K-1s. We received feedback from LPs about the friction of printing, signing, and uploading W-9s and wanted to streamline the process.
For U.S. based LPs subscribing as an Individual, we can now optionally pre-fill a W-9 for them to review and E-sign in just three clicks. The W-9 is pre-filled based on the information the LP already provided as part of their subscription.
For Partnerships and LLCs
For LPs subscribing as a partnership or through a LLC we'll ask some additional questions to ensure we are accurately representing the LPs federal tax classification on the W9.
With the initial release of this product we will not be pre-filling W-8s or W-8BEN-Es for non-US LPs but will still allow them to upload their own form.
This is now available to any LPs using Carta's Closings Tool. The Closings Tool gives LPs a quick and easy way to fill out Fund and SPV subscription documents.
We are releasing a report to all Private Market companies for administrators to review their certificate cost basis and original acquisition dates. This report will allow administrators to view cost basis data prior to the delivery of 1099B tax statements to stakeholders by mid-February.
How it works
This in-app report is available by navigating from Capitalization -> Reporting -> Form 1099b cost basis report.
Administrators will be able to view columns like stakeholder details, certificate ID's, quantity of shares sold, date acquired (original acquisition date), proceeds, gain/loss, and including various cost basis fields:
From this report, Issuers can identify which certificates need to be changed and/or excluded from tax filing, and will have the opportunity to correct the data until late-January.
Who does this impact?
This report will be available to individuals with role permissions of Company Admin, and including Company Editors.
In the next month, Carta's Liquidity team will be reaching out to ensure that data has been reviewed and is considered approved by Issuers for generating 1099B statements. Stakeholders will be able to access tax statements in their portfolios by mid-February.
Companies can now adjust taxes for option exercises previously approved in Carta.
Legal administrators can navigate to the Exercises ledger (Transactions > Exercises) and select "Adjust taxes" within a ledger row dropdown to find the new tool:
The "Adjust taxes" tool will not be available for option exercises in the "Requested" status since option exercise approvers can adjust taxes as part of the exercise approval workflow.
For ACH option exercises already approved by the company or for company-entered manual exercises, the "Adjust taxes" tool will be available for use.
After a legal administrator selects "Adjust taxes" from the Exercises ledger, they'll see the following modal:
The legal administrator will be asked to provide a reason for the adjustment. Next, the following actions are available:
Note that new tax types can't be added from this modal. If you'd like to add a new tax type to the exercise, add it first in the Tax rules page (Compliance > Tax rules) and then come back to the "Adjust taxes" tool to add it to the option exercise.
Once the adjustment has been saved, both the company and the stakeholder will see a blue banner when viewing the option grant. The banner contains information about the newly adjusted tax amount and exercise cost in addition to when the adjustment was entered in Carta:
Adjusted tax amounts will also be reflected in the "Exercised and settled report" and the "Tax withholding report" (Capitalization > Reporting).
For more information, check out the support article for the new "Adjust taxes" tool: https://support.carta.com/s/article/adjust-taxes-option-exercises
Private and public companies that issue option grants.
Available to all companies now.
Companies using Carta for 409A will now be additionally assessed for qualified small business eligibility at no extra cost to the company.
Certificates issued by a qualified small business as determined by Carta will have a "QSBS" tag in the product to indicate that the shares represent Qualified Small Business Stock (QSBS). The goal of these tags is help stakeholders make more informed selling decisions.
The IRC’s definition of a qualified small business is restrictive yet vague and open for interpretation at the edges, so potential holders of QSBS should consult their tax advisor before making decisions to sell and claiming the QSBS tax benefit.
Based on company-provided information during the valuations process, Carta will assess the following criteria for qualified small business eligibility:
If a company is identified as a qualified small business, a new badge will appear in the 409A dashboard:
If a stakeholder receives a certificate from a qualified small business but hasn't yet met the 5 year holding period for QSBS, they'll see a "QSBS eligible" tag in their portfolio:
Drilling into the security, the stakeholder will see some additional information about the QSBS status of the certificate:
Stakeholders who have held shares issued by a qualified small business for 5 years will see a "QSBS" tag in their portfolio instead:
For detailed information about QSBS in Carta, please refer to our QSBS support article.
Companies using Carta for 409A and their stakeholders.