Partnership Structure with a Friend

Partnership Structure with a Friend

Westchester, NY · Member since 2019 · 24 posts · 6 votes

My best friend has approached me with a deal, that on paper, is just okay. It's not a homerun deal but it'll cash flow. The deal is in Philadelphia and we are in New York City. Here's the situation:

We are both new to real estate investing. I may be a little more versed than him via books and involvement with family rentals, but for the most part have no direct experience. He has a full-time job/career while I am pursuing real estate investing full time. He found the deal and is in contact with the owner. It was initially approached as a partnership with a 50/50 split on all expenses and profits. I brought up that this structure may not work. Since I am pursuing REI full time I will be doing more than 50% of the work since my schedule will allow it. I tend to be very diligent and involved with everything I'm apart of. He has his full-time job so he is essentially only available in the evenings and some weekends. This never occurred to him so I told him to think about it before we talked about how to structure the split.

We technically don't need each other to make the deal work but there's comfort to know someone is in the trenches with you. It'd probably be more difficult for him on his own but I'm confident he can make it work. We both see REI as a mean to achieve financial independence and create time wealth. I am not going to poach deal from him so it would be a partnership if I'm involved. What is the BP's opinion on a partnership structure like this? Is this kind of thing typical? What kind of split would be more reflective of a scenario like this?

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  • Joseph ScoreseBusiness Member
    Banker · Philadelphia · Member since 2009 · 2k+ posts · 646 votes
    7y
    @Kelvin Duen how are you. First and last thing. Open an LLC and the hire an attorney, friend or not its business, regards joe scorese
  • Attorney · Nashville, TN · Member since 2015 · 1k+ posts · 1k+ votes
    7y

    I personally do not like 50/50 structures. And in this scenario, I don't really see why it is inherently necessary for you guys to partner up on this deal.

    Note that the ownership percentage is a different question from the amount of time you spend on the investment. The amount of time you spend on the investment is also a different question from how much money you guys will invest in this deal. For example, let's say you get a 70/30 split. That's fine but how does that affect the initial capital contributions and any capital call in the future? 

    Unfortunately, there's no one-size-fits-all answer to these questions. If you guys want to partner, then I would suggest that you guys hire an attorney and work it out. The problem is that it's not always practical to hire an attorney for smaller deals or one-time deals. So another factor to keep in mind is whether you see yourself investing with your friend in the future.  

    Disclaimer: While I’m an attorney licensed to practice in PA, I’m not your attorney. What I wrote above does not create an attorney/client relationship between us. I wrote the above for informational purposes. Do not rely on it for legal advice. Always consult with your attorney before you rely on the above information.

  • Rental Property Investor · New York, NY · Member since 2017 · 25 posts · 15 votes
    7y

    Generally speaking I do not enter into equity partnerships with anyone on a one off SFR buy and hold deal. The LLC will probably require a K1 and it is my understanding that may cost an additional $1500 to pay an accountant to prepare each year which eats into the bottom line. Also, things can get sensitive when dealing with an equity partner, maybe best not to get too involved with a best friend, especially if it's not a home run. Or, maybe one partner can be the equity and the other can be the lender. The lending party would need a high enough return to be compensated for not receiving any of the depreciation and tax benefits. Just seems dicey in my opinion but I am happy to hear from other BP'ers about this scenario.

  • Westchester, NY · Member since 2019 · 24 posts · 6 votes
    7y

    @Joseph Scorese solid advice. What's the typical turnaround time on setting up an LLC? Is it wise to make the purchase before setting this up if there were a partnership?

    @Chris K. , that makes a lot of sense. I didn't consider a difference between capital contribution and profit allocation. I can definitely see my friend and I doing more deals in the future. If this was the case, can the structure of an LLC be modified later on? Current situations just allows me to pursue REI fulltime while my friend can't. It's definitely not necessary for a partnership but we both see the potential in this deal, both financially and as a first step in REI. Further analyzing the deal, it appears to be a pretty good deal but still small (cash flow less than $1k a month).

    @Bradford Behrins, I can definitely see how this situation could get dicey. I noticed you're an investor from NYC. Would it be ok if I DM'ed you?

  • Attorney · Nashville, TN · Member since 2015 · 1k+ posts · 1k+ votes
    7y

    You could but the operating agreement would generally say that you need unanimous or super-majority consent to amend the operating agreement. So both parties would need to agree to it. 

    I personally like to only include folks who play an active role as members of my LLC. If you are just contributing money, I prefer to just give them a note/mortgage. That way the role division is fairly clear. But that's certainly not the only way to do it.

    Disclaimer: While I’m an attorney licensed to practice in PA, I’m not your attorney. What I wrote above does not create an attorney/client relationship between us. I wrote the above for informational purposes. Do not rely on it for legal advice. Always consult with your attorney before you rely on the above information.

  • Rental Property Investor · New York City · Member since 2019 · 703 posts · 538 votes
    7y

    As a buy and hold SF I wouldn't partner. For a flip or commercial property buy and hold i would partner with someone under an LLC.

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