Seeking joint venture advice in Bay Area

2 Replies | Oakland, California

Hi BP'ers,

I'm in contract to purchase a property in the Easy Bay, CA and I'm working with several partners on the deal. I'm looking for an attorney that can help with setting up a joint venture agreement between the partners. For those of you who may have entered into this sort of arrangement as well, any advice you can offer would be a huge help, too. As of now, we plan on having a robust written agreement and I'm looking for advice on the proper structure (LP, GP) and how it plays into the mortgage, liabilities, holding title, etc.

Thank you in advance for your help!

@Eduardo Zepeda By joint venture, do you mean essentially a partnership agreement?  You may want to consider forming a limited liability entity because if you only have a contract and don't officially register as a limited liability entity of some kind in California, the default will be that you have formed a general partnership.  General partners have unlimited liability (but it does save you the $800 min tax in California).  If you have a mortgage on the property, be careful about triggering due on sale clauses by transferring it into an entity.  You'll also want to be careful how you take title as joint tenants or tenants in common, which have some pretty big legal differences.

*This post does not constitute legal advice and is not to be relied upon.  Readers are advised to seek professional advice.  This post does not create an attorney-client or CPA-client relationship.

Thanks, @Katie Lepore . Yes I believe I do mean a partnership agreement. I'm unsure what the legal implications and differences are between using those two terms. Because of the due on sale clause, we were not planning on transferring to any separate entity, but we do want to have a written agreement between the partners.