@Nick Bitz I would speak with a CPA or Attorney for details but I would definitely form an LLC with you and your partner as the only managers (equal share holders). 

And McDonalds and WalMart etc. continue to structure their wages and hours such that the taxpayers are subsidizing their employees so that they can make bigger profits for their shareholders.

Incorporating outside of New York (or most other states -- not just picking on NY here) is beyond just fees and taxes but also in varying levels of required bureaucracy,  administrative headaches in managing the entity, privacy issues, required shareholder meetings and records/minutes of those meetings and just business climate which vary by state. 

Could it be that companies like AH4R, ARP, Blackstone, etc. are reporting that rents have increased BUT in all reality they are ASKING more in rent (in an effort to appease share holders and investors)  but not getting it...  

This is not the case with an S-Corp by the way as the shareholders can be considered employees and take a token salary.Less liability with an LLC or an S-Corp?

I will be the majority shareholder in the new company, but I do not have a Broker or Agent licence (But I do have a San Diego resident who is a licensed broker) who will be a stakeholder in the new company.My question is can i as a non resident of USA be a shareholder in the new company and then qualify to work for the new company?

But buying and holding real estate, liens, notes etc is NOT transacting business.In the case of Memphis our advice came from the Tennessee Secretary of State:The Tennessee Business Corporation Act (TCA 48-11-101 et. seq.) does not define “transacting business,” but does provide the following non-inclusive and non-exhaustive list of activities that do not constitute transacting business in Tennessee: Maintaining, defending or settling any proceeding, claim or dispute;Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;Maintaining bank accounts;Maintaining offices or agencies for the transfer, exchange and registration of the corporation’s own securities or appointing and maintaining trustees or depositories with respect to those securities;Selling through independent contractors;Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside Tennessee before they become contracts;Creating or acquiring indebtedness, deeds of trusts, mortgages and security interests in real or personal property;Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;Owning, without more, real or personal property (including, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust if the owner is attempting to liquidate the owner’s investment and if no office or other agency, other than an independent agency, is maintained in Tennessee);Conducting an isolated transaction that is completed within one month and that is not one in the course of repeated transactions of a like nature; or Transacting business in interstate commerce.We have set up hundreds of clients in 9 countries so we make sure our advice is good.

Being underleveraged is a bad thing in the corporate world, analysts and shareholders will punish a company for not beeing leveraged properly.

@Mike Cowper This might be expensive, but it makes it you and him very well protected, you make one LLC (LLC1), he makes one LLC(LLC2), then make another LLC (say MC&Friend LLC) the last LLC will be holding the deal, where LLC1 and LLC2 are the shareholders/owners.

I am a litigation attorney that regularly deals with lawsuits against small business entities and their members/shareholders and officers.