Difference between Syndication and Partnership?

[Pedro Martins]

Hello BP colleagues,

Let me begin by stating that I am aware that this type of topic should be discussed with a real estate attorney before decisions are made, but I want some early guidance to further my research before that stage.

That said, I am having difficulty understanding the difference between doing a syndication deal and a partnership. I feel that I have a good knowledge about syndication from SEC regulations, to structure and fees - how is it then that I hear about deals described as 50/50 equity, one side brings money, the other brings sweat equity but I never see anything about this having to follow complex (and expensive) regulations and documentation?

Here is my situation - I have a 20-unit multifamily deal in hand with good cash-flow. My bank has agreed to loan me 80% and I have a friend that can provide the 20% + closing costs + initial reserves. My friend is not interested in a loan, he wants equity (and I don't blame him) - though his involvement would be limited to the startup capital. 

How do I structure this in terms of entities and what documentation is required? Preferably without having to fork over $10-15k for a PPM and in a way that taxation issues are easy to deal with (i.e. each of us only has to report on their 50% of the profits and has access to 50% of the depreciation deductions).

Thanks in advance for your suggestions!

Pedro