Partnership Strucure For Single Project

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Is it possible to create a partnership that involves only one single project then is dissolved. What does that structure look like and how do you implement one. Is it a Limited Partnership?

Comments(5)

  • rajwarrior12th August, 2004

    What you are looking for is called a joint venture agreement. It will lay out the full terms of the "partnership" so that everyone in the venture clearly understands their position, duties, and potential profit.

    Roger

  • NancyChadwick12th August, 2004

    In my experience, developers and also builders form an entity (ltd partnership) for each project/community, taking title under that entity name. Usually the entity is formed subsequently to signing the purchase agreement, so the agreement obviously needs to provide for right of assignment, either unconditional right or right to assign to entity in which the buyer has ownership.

  • Gulfbeacher12th August, 2004

    so typically the purchase agreement is signed then (subsequently) the entitiy (limited partnership) is formed?

  • NancyChadwick12th August, 2004

    Yes, that's what I've seen.

  • JohnMerchant12th August, 2004

    Nancy C is right. What you want is either GP (gen ptshp) or LP.

    Difference is with GP, everybody is liable for everything, and GPs have say in the operation...and also joint and several liability to any creditor arising from the property or venture.

    Whereas in LP, the Gen Partner has the say and runs things, but only he & the LPs' money invested are liable.

    That is, the LP who owns 1/3 of the deal, only has 1/3 of the liability for something gone wrong, and cannot lose anything except his interest in the LPship...similar to doing business as Corp, where only the corp. assets are at risk;

    But the GP who is the operator or the LPship can be liable for ALL the liability to a creditor, without limitation.

    And no wise or experieinced bizman or woman does ANY JVs without written p'ship agreement...otherwise you're just going to end up paying some lawyer to pull you out of the mess sometime or other.

    As a lawyer I used to actively encourage my clients to just wing it, with no p'ship agreement...just kidding!

    NO lawyer wants to see his clients suffer like that.

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