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Updated almost 3 years ago, 01/02/2022

User Stats

22
Posts
7
Votes
James Hedgecock
  • Investor
  • Carlsbad, CA
7
Votes |
22
Posts

Non-cash partner - Taxable Event?

James Hedgecock
  • Investor
  • Carlsbad, CA
Posted

I'm trying to structure a California LLC as the non-cash partner. My partners are bringing the cash to the deal. We are building ground-up condos and planning to hold them for rent long term. I found the property and assembled the team, and I will be the managing member of the LLC - and I have negotiated a % of the deal in return. My CPA is telling me that if I take a percentage of equity ownership, that is a taxable event and I will owe taxes on my % of the total capital raised as outlined in the operating agreement (on day 1 before we have built anything!). This is my first partnership multifamily deal after purchasing and renting my own properties, and I'm a bit lost on this topic.

My goal is to have equity ownership, take advantage of depreciation, and hold the property in the LLC long term, while collecting distributions and paying applicable taxes on those distributions.

My intention was to assign % ownership when the entity value was $0, like can be done when founding a company prior to incorporation. Thus no taxable event. Is this possible in a real estate deal, or am I forced to only be a profit sharing member of the LLC, taking distributions but not holding equity?

With so many partnership deals and syndications out there, there must be some proven strategies!

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