Close Modal
Close Modal

Qualifying Asset Holding Company (QAHC) regime

Historically the UK tax regime did not well support the use of a UK company as an under the fund asset holding company. Following proposals initiated by Macfarlanes, the UK government introduced the Qualifying Asset Holding Company regime in April 2022.

The campaign started in late 2018 with a meeting between Macfarlanes and HM Treasury. We sought to highlight the various barriers in the UK tax system for managers wanting to use a UK company as an under the fund asset holding company. Over the course of several meetings with UK government we shared technical solutions and industry insight to provide the government with the resolve to embark on a series of public consultations on the potential for a new regime.

Following the technical consultations, we joined the government stakeholder working group to help develop the legislation. We advised on the very company to elect into the regime on the launch day in April 2022 and have implemented many more QAHCs since then. Since the launch of the regime, over 300 QAHCs have been set up.

Close Modal
Close Modal

Long-term Asset Fund (LTAF) regime

The LTAF is a new category of open-ended authorised funds designed to route retail money into long-term, illiquid assets such as private equity, private debt, and infrastructure.

The LTAF rules were finalised in November 2021. This concluded a policy process over several years that involved Macfarlanes throughout. We acted as legal adviser to the Investment Association, the trade body for the UK’s investment industry, that proposed the design of the LTAF from its earliest iterations. Macfarlanes’ advice spanned all aspects of the LTAF’s design from its legal structure and tax treatment through to the rules governing its distribution.

Given our extensive work on the LTAF regime, we are now represented by Lora Froud as a member of the Pensions and Private Capital Expert Panel which comprises a mix of industry experts tasked with reporting back to the Government on how to further unlock the flow of capital between Defined Contribution pension scheme and private fund managers.

<!-- Google Tag Manager (noscript) -->
<noscript><iframe src="https://www.googletagmanager.com/ns.html?id=GTM-N5JHRLF5"
height="0" width="0" style="display:none;visibility:hidden"></iframe></noscript>
<!-- End Google Tag Manager (noscript) -->

Insights

Our expert insights help private capital managers navigate challenges in the private capital market and identify and leverage opportunities

Key issues to consider when private credit is given the keys to a borrower
Legal Services

July 2025

Key issues to consider when private credit is given the keys to a borrower

In this note, we examine the primary issues for private credit fund lenders in a typical unitranche/super senior structure when they are considering taking the keys to a borrower.

Mega funds, mega pools and mega changes – the impact of the UK Government’s pension reforms on private capital
Investor Intelligence

July 2025

Mega funds, mega pools and mega changes – the impact of the UK Government’s pension reforms on private capital

This article examines the UK Government’s sweeping pension reforms – from mega-pools to local investment mandates – and what they mean for private capital managers across DC, DB and LGPS schemes.

The macroeconomic backdrop to the private capital market - June 2025
Accounting and Valuations

July 2025

The macroeconomic backdrop to the private capital market - June 2025

This article considers our views on how certain macroeconomic developments may impact the private capital markets.

Investing in investors: fund manager M&A from GP stakes to strategic acquisitions
Legal Services

July 2025

Investing in investors: fund manager M&A from GP stakes to strategic acquisitions

This note explores two common types of transaction at opposite ends of the spectrum: GP stakes deals, where investors deploy LP capital to acquire minority interests in managers; and strategic acquisitions, where buyers typically take a majority stake with a path to full ownership over time.

Navigating single asset continuation funds: Part 2
Legal Services

June 2025

Navigating single asset continuation funds: Part 2

In part 2 of our series on single-asset continuation funds, we focus on some of the technical and commercial developments in this space, as the SACF becomes a fourth exit for private capital managers of all shapes and sizes.

How private capital can thrive amidst tariff uncertainty
Sector Intelligence

June 2025

How private capital can thrive amidst tariff uncertainty

In this report, we examine how tariff uncertainty creates both challenges and opportunities for private capital funds (PCFs) navigating cross-border transactions.

Unpacking private credit secondaries
Investor Intelligence

May 2025

Unpacking private credit secondaries

In this article, we break down the types of private credit secondary transactions – including LP-led sales, GP-led restructurings and securitisations – and examine the key drivers shaping this fast-evolving part of the market.

Credit funds – understanding the revised carried interest rules

Featured report

Credit funds – understanding the revised carried interest rules

When will credit funds be able to access the new 34.1% carried interest rate?

Download report (PDF)
Private credit continuation funds: a developing frontier for secondary transactions?
Legal Services

May 2025

Private credit continuation funds: a developing frontier for secondary transactions?

In this article, the authors consider the use of continuation funds in private credit by comparing and contrasting their adoption with increasingly popular private equity continuation fund transactions.

Private capital in professional services: Strategic opportunities and transaction execution
Sector Intelligence

May 2025

Private capital in professional services: Strategic opportunities and transaction execution

This is the second article in our two-part series examining the evolving relationship between private capital and professional services firms.

The Mansion House Accord and its impact on private capital markets
Investor Intelligence

May 2025

The Mansion House Accord and its impact on private capital markets

In this article, we discuss the latest phase of UK pension reform, the launch of the Mansion House Accord, and what it means for private capital managers.

Private capital in professional services: Understanding the landscape
Sector Intelligence

May 2025

Private capital in professional services: Understanding the landscape

This is the first article in our two-part series examining the evolving relationship between private capital and professional services firms.

Credit funds – transfers between related funds and accounts, equalisation and ramping
Legal Services

April 2025

Credit funds – transfers between related funds and accounts, equalisation and ramping

In this article, we explore how private fund concepts are evolving to support the growing range of strategies, products and SMAs in the private credit market.

Navigating single asset continuation funds: Part 1
Legal Services

March 2025

Navigating single asset continuation funds: Part 1

In part 1 of this series on navigating single-asset continuation funds, we explore the characteristics that make a portfolio company well-suited for a SACF and the drivers that have led to the growth of this type of transaction.

UK pension schemes report
UK pension schemes report
UK pension schemes report
UK pension schemes report
UK pension schemes report

Featured report

UK pension schemes

This updated report takes stock of the ongoing pension reforms and their impact on each sub-sector of the UK occupational pensions market and the opportunities and challenges they may pose for private capital.

Best practice in private capital valuations
Accounting and Valuations

March 2025

Best practice in private capital valuations

The FCA has released the results of their review of private market valuation practices, expecting managers to identify any gaps in their approach. In this article we share our insights into industry best practice.

Salaried member rules: Condition C – where are we now?
Tax

February 2025

Salaried member rules: Condition C – where are we now?

In this article, we explore HMRC’s reversal of its February 2024 guidance on Condition C of the LLP salaried member rules, its impact on LLPs, and the lingering uncertainty around how the rules will be applied going forward.

Evergreen funds – comparative analysis
Legal Services

February 2025

Evergreen funds – comparative analysis

This note summarises some of the key features of the three different models of evergreen funds that we most commonly see in the market.

Private capital investment into professional services firms
Legal Services

January 2025

Private capital investment into professional services firms

This note explores the recent surge of private capital investment in professional services.

Developments impacting the international private capital tax industry
Tax

January 2025

Developments impacting the international private capital tax industry

Updated for 2025, the Macfarlanes tax policy monitor sets out the key legislative initiatives across the UK, the EU and the OECD.

The macroeconomic backdrop to the private capital market - January 2025
Accounting and Valuations

January 2025

The macroeconomic backdrop to the private capital market - January 2025

This article considers our views on how certain macroeconomic developments may impact the private capital markets.

The growth of asset-based finance in private credit markets
Investor Intelligence

January 2025

The growth of asset-based finance in private credit markets

This article looks to define asset-based finance, showcase the growth in this market and identify key drivers and challenges for managers looking to do more in this space.

The evolution of direct lending fund fee structures
Legal Services

November 2024

The evolution of direct lending fund fee structures

As competition within the private credit market intensifies, there is increasing fluidity in fee structures. This is being driven by both investor demand and manager innovation. In this article we analyse how different bases for calculating manager remuneration and different combinations thereof create optionality for managers and their investors.

NAV facilities to private equity and private credit borrowers
Legal Services

September 2024

NAV facilities to private equity and private credit borrowers

In this article, we examine the common ground and potential differences between NAV financings for private equity fund borrowers (PE NAV) and those for private credit fund borrowers (PC NAV).

Credit fund currency sleeves
Legal Services

September 2024

Credit fund currency sleeves

This note explores how European private credit managers are structuring funds to offer multiple currency options for investors and the strategies they use to hedge foreign exchange risks, both at the portfolio and currency sleeve levels, to mitigate FX volatility.

Inpatriates and carried interest
Tax

August 2024

Inpatriates and carried interest

While the HM Treasury call for evidence is focused on the design of the future UK carried interest rules, the interaction of those rules with the taxation of inpatriates is equally important. In this article we explain how the UK currently receives an out-sized share of total European carried receipts and outlines that, to maintain that preeminent position in the future, it is critical that the UK can retain private capital executives that are currently inpatriates and continue to attract the next generation of inpatriate talent.

Reforming carried interest
Tax

August 2024

Reforming carried interest

Following HM Treasury launching a “call for evidence” on reforming the taxation of carried interest, this article explains the existing UK carried interest regime, looks at comparable regimes across the globe and sets out potential options for reform in the UK.

UK asset holding company regime
Tax

August 2024

UK asset holding company regime

This guide explains the UK’s qualifying asset holding company (QAHC) regime, introduced in April 2022, which encourages investment funds to base their holding structures in the UK.

Green in tooth and claw – Labour’s proposals for a new National Wealth Fund
Private Capital Solutions

July 2024

Green in tooth and claw – Labour’s proposals for a new National Wealth Fund

The new Labour Government announced its intention to establish a National Wealth Fund (NWF). Concrete details are expected later this year, but based on the report prepared for Labour by the Green Finance Institute Taskforce, we can extrapolate what the likely shape and investment parameters of the NWF will be.

The macroeconomic backdrop to the private capital market - July 2024
Accounting and Valuations

July 2024

The macroeconomic backdrop to the private capital market - July 2024

This article considers our views on how certain macroeconomic developments may impact the private capital industry in terms of fundraising and deployment.

Family offices and private capital
Legal Services

June 2024

Family offices and private capital

This note explores the trend in family offices increasing allocations to private capital funds, what is driving this trend and how GPs can best position themselves to benefit from the increased activity of family offices.

Tax distributions and carry clawback
Legal Services

June 2024

Tax distributions and carry clawback

Questions around tax distributions and carry clawback provisions in LPAs have come up in practice more often in recent months. We have written this Private Capital Solutions briefing to explore these topics in more detail.

Asset financing for credit funds
Legal Services

April 2024

Asset financing for credit funds

This article explains the evolution of banks looking to offer creative financing solutions for specific assets within credit funds’ loan portfolios.

Continuation fund structuring and terms
Legal Services

April 2024

Continuation fund structuring and terms

This article sets out the range of continuation fund structures that exist in the market, the latest terms, and how we see the market continuing to evolve.

Evergreen credit funds
Legal Services

March 2024

Evergreen credit funds

This article shares some of our observations on this developing area of the private capital market.

Acquisition of investment management businesses
Legal Services

March 2024

Acquisition of investment management businesses

This article sets out an overview of the key considerations on the sale of investment management businesses.

Pension fund reform
Investor Intelligence

February 2024

Pension fund reform

This article considers what pension fund reform means for the private capital industry.

The macroeconomic backdrop to the private capital market - January 2024
Accounting and Valuations

February 2024

The macroeconomic backdrop to the private capital market - January 2024

This article considers our views on how certain macroeconomic developments may impact the private capital market in terms of fundraising and deployment.

How critical is ESG and sustainable investing to scaling a private capital business?
Private Capital Solutions

February 2024

How critical is ESG and sustainable investing to scaling a private capital business?

Observations on how to develop sustainable investment strategies.

The growth of real estate debt
Investor Intelligence

February 2024

The growth of real estate debt

This report looks to demonstrate the recent growth in funds dedicated to real estate debt, analysing the key drivers and investor demand.

Private debt – strong performance in the face of uncertain times
Legal Services

November 2023

Private debt – strong performance in the face of uncertain times

Pitchbook published their Global Private Debt Report on H1 2023 activity in the private capital markets.

Alternatives to raising private debt hurdles
Investor Intelligence

September 2023

Alternatives to raising private debt hurdles

The second part of a two-article series on private debt hurdle rates - we explore alternative options, including floating hurdle rates, catchups and carried interest tiers.

Are private debt hurdles rising?
Investor Intelligence

September 2023

Are private debt hurdles rising?

The first part of this two-article series provides the background on private debt hurdles and explores the arguments for and against increasing them.

Handpicked private capital insights from macfarlanes.com

Need to know: tax disputes

Read insight
arrow_forward

Reserved Investor Fund (RIF)

Read insight
arrow_forward

HMRC publishes new guidance on reporting carried interest in personal tax returns

Read insight
arrow_forward

VAT compliance "nudge" letters from HMRC target private equity firms

Read insight
arrow_forward

The Court of Appeal’s decision in the BlueCrest salaried member rules case

Read insight
arrow_forward

Pillar Two: what investment funds need to know

Read insight
arrow_forward

Handling HMRC enquiries: tips for success

Read insight
arrow_forward

Preventing unnecessary VAT leakage in a private capital setting

Read insight
arrow_forward

Carried interest - treatment for UK and US tax purposes

Read insight
arrow_forward

UK EMIR – draft Q&As on reporting

Read insight
arrow_forward

Tax pitfalls can arise for Private Equity Executives on the move

Read insight
arrow_forward

Dealing with identified tax risks in transactions

Read insight
arrow_forward

Carried interest valuation considerations

Read insight
arrow_forward

Carried interest valuation considerations

Read insight
arrow_forward

2024 changes to derivatives reporting requirements

Read insight
arrow_forward

Navigating MIP resets

Read insight
arrow_forward

Cross border working: what’s the risk for UK fund managers?

Read insight
arrow_forward

Cross border working: what’s the risk for UK fund managers?

Read insight
arrow_forward

Asset managers should prepare for nature-related reporting

Read insight
arrow_forward

TCFD reporting for asset managers

Read insight
arrow_forward

Offering multiple strategies: how to encourage LP engagement?

Read insight
arrow_forward
Sign up for mailings
arrow_forward