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Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24869
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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Limited Liability Corporation types 1) Me and my partner are

Customer Question

Limited Liability Corporation types
1) Me and my partner are going into business in a syndicated joint venture. Right now, with regard to ownership stakes, it is just the two of us. Do these types of corporations have additional partnership or limited partnership agreements that work in tandem with the formation of the LLC.
So the question is when setting up a LLC should we also have a partnership or limited partnership agreement which is related to the LLC.

2) There may be some, extraneous circumstances surrounding the affairs of each of the the partners. Is there a way to set up the LLC to limit the interest that each of the partners significant other may have on the LLC should either of the spouses decide to separate.

3) In terms of where to set up the LLC. Is there any benefits, with regard to where the LLC is set up, to possibly minimize the effects of taxes and legal rights that the spouses may have, by setting up the LLC in an offshore location. And conversely, what is the downside to the offshore LLC setup.
Submitted: 6 years ago.
Category: Business Law
Expert:  Law Pro replied 6 years ago.
1) Me and my partner are going into business in a syndicated joint venture. Right now, with regard to ownership stakes, it is just the two of us. Do these types of corporations have additional partnership or limited partnership agreements that work in tandem with the formation of the LLC. So the question is when setting up a LLC should we also have a partnership or limited partnership agreement which is related to the LLC.


It's not a partnership agreement when involved whit an LLC - it's "By-Laws" that must be created which define how the LLC will operate and the rights, liabilities, powers, and duties of the owners/members.

2) There may be some, extraneous circumstances surrounding the affairs of each of the the partners. Is there a way to set up the LLC to limit the interest that each of the partners significant other may have on the LLC should either of the spouses decide to separate.


That would involve an antinuptial agreement because presumptively the spouses would have a martial interest if the LLC was formed during the marriage.

3) In terms of where to set up the LLC. Is there any benefits, with regard to where the LLC is set up, to possibly minimize the effects of taxes and legal rights that the spouses may have, by setting up the LLC in an offshore location. And conversely, what is the downside to the offshore LLC setup.



The tax benefits are really not that different. If you want the protection of the LLC - my favorite location is Nevada. That members of the LLC can only be personally liable for the debts and obligations of the LLC if actual intentional fraud was performed.







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