LLC to invest as an LP in a Syndication

[Keval Shah]

Hi All,

I had a question in regards to setting up a LLC to invest passively as a LP in a syndication.
The reason for setting up an LLC is to meet the minimum investment amount set by the Syndication. I'll be going in 50/50 with a partner (we are both accredited). The deal is oversubscribed so the largest investments have preference or else we'd invest separately as individuals.

My question is:

1) I'm based in NY, partner based in OH, asset based in UT - should we register LLC in UT or would a OH registered one be fine? Does it matter much apart from the setup costs? Asset protection or anonymity isn't much of a concern for us on this.

2) Would distributions need to go into a LLC owned bank account?

Thanks for your help.

Have posted the question to a CPA as well but also open to any recommendations from forums.