Help with Partnership Structure - Planning for Dissolution

[Alex Huang]

I've found a great partner to work with in some real estate and we are trying to finalize our Operating Agreement.

While we both expect to be able to amicably part ways in the future, we both understand the importance of having a secured roadmap to dissolving the partnership.

With that said, we are struggling with finalizing the OA, so I was hoping some people here could share their experiences and input on how they dealt with this issue.

Right now, our plan is to have the following three options if a partner opts to exit:

1. Remaining partner can offer a cash buyout, paid out over 2 years.

2. Partners divvy up the properties equally (or as close to equal + cash) to make numbers work. Downside to this is there are some tax implications due to tax basis

3. Full liquidation of partnership

I feel like we've exhausted all of our options, but still are struggling with figuring out the perfect solution. Any one care to share how their agreements are setup for the eventual dissolution? 

Thanks