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Structuring and Drafting Partnership Agreements: Including LLC Agreements

Structuring and Drafting Partnership Agreements: Including LLC Agreements

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Authored by top internationally recognized expert practitioners in the field of partnership taxation and planning, Structuring and Drafting Partnership Agreement: Including LLC Agreements, Third Edition provides expert guidance on every aspect of crafting tax-driven agreements associated with partnerships and LLCs. This Treatise includes a full complement of model provisions as well as complete sample partnership and LLC agreements, including those for special purpose entities such as single-member LLCs, oil & gas tax partnerships, bankruptcy remote vehicles, investment fund partnerships, series LLCs, and a partnership that elects to be taxed as a corporation.

In addition to general formation documents for all types of partnerships, limited partnerships, and LLCs, complete sample agreements are provided for such specialized situations as:

  • Syndicated real estate ventures
  • Single-member LLCs designed to be treated as disregarded entities or used as bankruptcy remote vehicle
  • Family partnerships and family LLCs used as estate planning vehicles
  • Structured financing ventures
  • Partner contribution agreements
  • Retirement of a partner or LLC member
  • Purchase of partnership/LLC member interests
  • Limited partner guaranty affecting partnership liability sharing
  • Limited partnership electing to be taxed as a corporation
  • Dissolution and liquidation of a Delaware limited partnership
  • Investment fund conducted as a limited partnership
  • Formation of a series LLC with separate LLC series agreement
  • Tax partnerships
  • Tier-structured real estate projects - targeted capital accounts

  • Whitmire, Nelson, McKee, Kuller, Hallmark & Garcia: Structuring & Drafting Partnership Agreements: Including LLC Agreements
    • Chapter 1: Drafting Concepts
    • Chapter 2: Organizational Matters
    • Chapter 3: Capitalizing Partnerships and LLCs
    • Chapter 4: Distribution and Allocation Concepts
    • Chapter 5: Drafting Contribution, Distribution, and Allocation Provisions
    • Appendix A. Sample Agreements
  • Structuring and Drafting Partnership Agreements: Including LLC Agreements Sample View