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Updated almost 12 years ago, 02/26/2013

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Need advice on partnering deal

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Sorry this isn't directly related to RE, but I know there's folks on here that will have some good insites on my situation. An opportunity recently presented itself to partner with another couple to open a restaurant in a leased property. They have tons of experience in the industry but no money. We have no food/beverage industry experience but believe the restaurant has a good chance of being successful and are able to supply the capital to get the doors open. The deal they are suggesting calls for a repayment of our capital out of net profits and then a percentage of net profits thereafter. They would handle the day-to-day operations and have controling interest.

I don't yet know what type of business entity/structure we would use and would appreciate suggestions. Protection of my personal assets and excellent credit is critical. For the sake of this post, I will use an LLC (is it possible for the members of an LLC to have unequal interests in the company?).

To fund the company, I'm thinking that we would form the LLC and I would loan the start-up capital to the LLC with the other couple siging a personal guarantee. Truthfully, I don't have much hope of recovering my capital if the business fails, but the personal guarantee would, presumably, allow me to get a judgement against them and possibly collect at some point.

One of them would work full time running the restaurant (and be paid wages). The other three of us would work part-time. One of my biggest concerns is that since they have controlling interest, they could manipulate their pay and reduce or eliminate net profit. Additionally, they don't really have any skin in the game to keep them from just walking away if things turn sour. Does anybody have any suggestions on how to best address these concerns? I welcome any comments or suggestions since this completely new territory for me.

Additional info: business is located in TN, start-up capital is relatively small (~30k), and a previous restaurant at the location reportedly had gross sales in excess of $1M but failed due to poor management.

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