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hi mark Kohler here with another two-minute tax and legal tip I want to talk about the legal structure for a partnership now this is really really important because there's a lot of options and a lot of people screw this up by just doing a handshake or some sort of deal via email and so I want to give you two or three ideas and the best way to structure your partnership first let's talk about the basic joint venture agreement now this can be a little dangerous because it would be considered a general partnership and both parties could be personally liable for an any action of the other that's usually not the best structure for asset protection but at least it gets the deal started in it and bare minimum I want you have a quality joint venture agreement sometimes loosely you can call it a partnership agreement a lot of people Claud a JV agreement where you could have two people with this JV agreement agree to do a project together and what's cool in fact one of the parties could be an entity like an S corp and the other one could be a person the other one could be an LLC it could be to market something on the web it could be something to do with real estate but it's called a joint venture agreement typically two to three pages and it memorializes the agreement between the parties folks please do not do your partnerships on a handshake start at least with a joint venture agreement number two and you knew I was going to say it it's the limited liability company the LLC this is a phenomenal structure because it's so flexible and easy to allocate partnership profits voting rights all that good stuff we love the LLC for this but an LLC beacon can be used in two different places so the second tip here is using an LLC to hold property an LLC where you might hold real estate or an apartment complex or a development of some sort this is an LLC used for holding assets now this is a very unique LLC in the sense it's like a holding company and typically you might have an individual's trust as an owner or another LLC that's kind of a parent company for multiple LLC's and Holdings this LLC should be set up in the state where you're doing business watch some other videos on that issue but this is a holding company LLC and perfect when you're holding assets have a good quality operating agreement and checkbook for that type of relationship with a partner now number three I want to talk about an operational partnership so you're running a business think of this as the building now here is the restaurant this could be the development this is the rental so you've got all these different operational aspects of selling a product or a service and typically again we're gonna lean on an LLC now that's not in every state but generally that's where you're going to start but we don't want to pay self-employment tax on this ordinary income we're producing in these operations and so we need to involve a S corporation and this is where the individual owners of an LLC might be their own S corp where they can do all sorts of their own individual tax planning save on self-employment tax but have an operational partnership in a form of an LLC separate from an LLC that's a holding LLC love this these are three options that can help you structure your partnership to stay out of hot water and get better tax planning watch them my other videos on these topics to continue education on ways to better live your American Dream thanks for listening and I hope that information was helpful and let me speak from the heart here I've been talking about topics like this for 10-15 years I'm a CPA attorney best-selling author radio show host and I am passionate about helping small business owners save taxes build wealth and protect it please check out the link right here download my free ebook on 10 common mistakes small business owners make in the tax and legal arena also check out my social media links here I've got daily tips a weekly blog radio show every week this information is free and I'd love to help you click below find out more about me and thanks for listening
Thanks for your comment Edmundo Lum, have a nice day.
- Jacob Hanenberger, Staff Member
we're talking to stephen in albuquerque new mexico coming out of school got his buddy they want to both be consultants they're talking about doing it together and he heard a rumor that that might be troubling like a bad marriage uh so what kind of consulting are you going to do stephen we're thinking of partnering with local high schools and helping students apply for scholarships okay either one of you ever done that well we both uh uh have a lot of experience applying for scholarships and successfully getting them um so we think we're a good fit for uh for helping people that are kind of new to that sort of thing okay all right um all right uh what's the business model how's that gonna have you guys figured out how you're gonna charge is it parents is it school systems paying you what's the model so the basic model is gonna be two tiers we're going to have um one opening tier where we provide um introductory videos where um parents or schools can pay to access the videos where we provide basic stuff and then if folks want to move up and meet with us one-on-one you know we'll offer that too if you know if they're in our region okay all right well let me start with the premise that i operate on and that is the only ship that won't sail as a partnership so i would urge you to try to figure out a way to do this as a joint venture rather than a partnership because what typically happens in all the years i've done business coaching i find almost zero i mean it's not quite but it's almost zero businesses one decade later are still partners the exception is by far the the notable exception is medical partnerships and law firms but short of that the the typical two guys that go start into doing something and what normally happens is one of you works harder than the other one of you has better ideas than the other one of you makes more sales than the other one of you is more personable or more talented than the other and it can be you it could be switching places like one of you is more talented and the other one works harder and so they you end up there there's this resentment thing that builds up and you don't feel like the other guy's carrying his weight and uh it runs into all kinds of crap if you are going to and so i would try to figure out a way to say okay uh i'm going to go over here and do this set of schools you go over here and do that set of schools we'll compare notes we'll help each other uh we'll encourage each other but that set of schools is your money this set of schools is my money and even if we create a video product together that we share the cost on when i sell the videos in my schools i make money when you sell the videos in your school you make money and just kind of keep it very separate like a joint venture rather than a full-on partnership i'm going to challenge you to do that that's what i want you to do because i think you're going to make a mess if you don't but if you ignore that here's still some guidelines all right you need to get an attorney believe it or not i i don't want to tell you to do that but you need to draw up a detailed partnership agreement and it has to address all of the evil deeds everything that's bad is going to happen just about begins with a d drug use disinterest default one of you walks away and wants to own half of it while the other one keeps working that's default right um disability death what happens then you now own half of a scholarship business with his mom and dad because that's his heirs because he's not married what a dadgum mess you know and so you got to address every one of the possible negative d's disability death divorce drug use uh uh default disinterest i just don't want to do this anymore i'm gonna walk away and go i'm gonna go get a job we're not making enough money but i'm still gonna be pissed at you when you're successful later yeah um and so all of that kind of crap and so you gotta deal with every possible exit scenario and most of them begin with a d and you need to do that in writing in a partnership agreement before you begin and i probably would not put it in the form of a general partnership which leaves you up in all kinds of financial liability i'd put it in the form of an llc but it still functions as a partnership and i'm still going to tell you to figure out a different way to do it yeah and i i would i would add too i think that's absolutely brilliant advice i would not even think about starting a business i liked your idea i'm going to edit it a little bit on the idea of you take one school system in this county you take the other let's see if we can prove this thing before we actually either one of us thinks about a business let's prove this model first i like that approach and then the other thing is i was i'm curious to know if you've got a situation where maybe steven's more the sales guy more of the you know okay this is the handbook on how to get scholarships and maybe the other guy's more video related and we don't know that but in that situation instead of a true partnership maybe one of you is like okay you're the video product producer i pay you and they work together but it's not even a joint venture that's a way to do it as well and the other option is um just one of you own it that's right and they pay the other one hey and the other one can make a percentage of profits as their income that's right but they're not the owner that's right when i sell is anything with two heads is a monster i agree so if one was the video specialist the idea here is is that he gets paid a percentage on every course you sell but it's your company and he's your production it's like a contractor yeah there's something that we seek out stephen that i want you to avoid because it's a it's a it's a it's a it's mythology it's a lie and the that um there's comfort in doing things with other people and not feeling like the lone ranger there's comfort in you and your buddy doing locking arms and working on stuff together there's comfort when ken and i work together on launching ken's book yeah and then when we add to that an entire team around us there's a lot more comfort to that because it's not you know it's not good that man be alone and um so you feel more invincible more strong more courageous when you have your you know your guy next to you and and you confuse that comfort with the need to do a partnership it can be an employee employer relationship yes absolutely and you can pay him zero salary only a percentage of profits and the part that he brings to the table is x y and z and you bring a b and c and one of you probably had more of this idea of turning this into a business than the other one did that's right and just because you both want to win that's what dave's saying is so beautiful just because you both want to win does it mean we have to both be in it together in the same exact role i think you're right dave that comfort can turn into contention pretty quickly if they don't focus on those ds almost always almost always yeah
Thanks pozoblancoiuE your participation is very much appreciated
- Jacob Hanenberger
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I've studied new cybernetics at Middle Tennessee School of Anesthesia in Madison and I am an expert in processualism. I usually feel alone. My previous job was physical therapist aides I held this position for 19 years, I love talking about dining and breakdancing. Huge fan of Selena Gomez I practice parallel bars and collect fossils.
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