First Time Joint Venture Structure...

[Anthony Casa]

I tied up an industrial deal and plan to bring in a minority partner for <20%. The prospective equity partner is a friend of mine that has been interested in doing RE deals with me for sometime, and my plan is to use this as dry run for future larger syndications with multiple outside partners. 

In order to avoid needing to create an SEC registered vehicle, I'm structuring this as a Joint Venture, which to my understanding does not need to be registered if the equity partners are not completely passive (and only a limited # of partners). My question is that - if in the JV agreement, I allocate voting rights by ownership share (~80/20 voting rights), would this in effect make the second partner "passive" and thereby require a SEC filing? Lastly, what are some minimal control rights offered to minority partners that would allow me to avoid a securities filing?

In reality, even if I have share of the voting rights, he isn't completely passive (regularly discuss progress, solicit feedback, etc.) 

Thank you!