Limited Partnership Agreement

[Jerry LoCoco]

Hello BP Community!

I have an investor who wants to act as a limited partner (in this case his LLC will provide 100% of the equity, he will get 50% of the profits along with 80-100% of any losses, and he will not take part in the management). I have a Limited Partnership agreement that seems fairly concise and addresses provisions such as: formation, partnership business, rights and duties of LP and GP, partner contributions, capital accounts, LP/GP withdrawal/replacement, Tax allocations, GP compensation, transfer & encumbrance of partnership interests, death/incapacity, dissolution/termination.

Our intent is to purchase and rehabilitate SF/MF properties on our own and also as partners with at least one other investment entity on larger deals.

How have other BP members addressed a similar scenario? I understand that I need to discuss these plans with an accountant and lawyer. However, I would like to discuss the macro approach to how these arrangements are structured.

In sum, my plan is to file a limited partnership agreement where my LLC will act as the GP and my investor will act as a LP. Ideas, comments, questions, recommendations?!

Best,

-Jerry LoCoco

[Steven Hamilton II]

Originally posted by Jerry LoCoco:

Hello BP Community!
I have an investor who wants to act as a limited partner (in this case his LLC will provide 100% of the equity, he will get 50% of the profits along with 80-100% of any losses, and he will not take part in the management). I have a Limited Partnership agreement that seems fairly concise and addresses provisions such as: formation, partnership business, rights and duties of LP and GP, partner contributions, capital accounts, LP/GP withdrawal/replacement, Tax allocations, GP compensation, transfer & encumbrance of partnership interests, death/incapacity, dissolution/termination.

Our intent is to purchase and rehabilitate SF/MF properties on our own and also as partners with at least one other investment entity on larger deals.

How have other BP members addressed a similar scenario? I understand that I need to discuss these plans with an accountant and lawyer. However, I would like to discuss the macro approach to how these arrangements are structured.

In sum, my plan is to file a limited partnership agreement where my LLC will act as the GP and my investor will act as a LP. Ideas, comments, questions, recommendations?!

Best,

-Jerry LoCoco

You want to consider a different entity. I don't recommend holding partnerships directly as the GP is subject to SE tax on their distributions.

-Steven