Seeking Advice: Spanish Investor Stuck with Lien Only on $50K Bridge Loan – Need Equi

[Eduardo Cambil]

Hi everyone,

I'm a Spanish national, waiting on my ITIN approval (and planning an E-2 visa application down the road). My U.S. partner and I set up a 50/50 LLC to acquire a property with a $50K bridge loan. He agreed to be the sole personal guarantor so we could leverage his SSN and credit. I contributed 50% of the down payment, expecting co-ownership in our LLC—but now he refuses any equity for me. He insists I'll only ever hold a lien on the property.

Why this matters:

No SSN & no credit history: lenders either won’t lend to me or demand 30–35% down and sky-high rates.

Lien vs. LLC equity: with just a lien I have no governance rights, no true profit share, and weak enforcement if he defaults or sells.

---

The structure I believe protects us both:

1. 50/50 single-property LLC as the borrower.

2. Joint & several personal guarantees:

Partner uses SSN.

Me via ITIN (or a single-member LLC with EIN).

3. Robust Operating Agreement including:

Capital calls & indemnification: if one member covers a loan payment, the other reimburses within X days + agreed interest.

Pledge of membership interests: on failure to reimburse, paying member can execute on defaulting member’s 50% equity at a preset formula.

Unanimity for major decisions: refinance, sale, or major renovations.

Tag-along/drag-along rights on sale.

Mediation/arbitration before any equity execution.

---

Additional challenge & question:

I haven't applied for an E-2 visa yet, but I'd like to employ myself through our LLC so I can qualify for a business (E-2) visa, obtain a Social Security Number, build a U.S. credit score, and access better loans.

What's the best way to structure my role (e.g. as "Executive Manager" or "Essential Skills" employee of the LLC) to satisfy E-2 requirements?

What minimum investment and business-plan elements are critical if I invest through the same LLC?

How do others handle self-employment in their own LLC for visa purposes while also protecting co-founders?

---

Community help needed:

1. Advice on persuading or protecting myself when my current partner refuses equity.

2. Where to find U.S. partners willing to guarantee the loan and share equity.

3. Sample Operating Agreement clauses for capital calls, indemnities & pledges.

4. Guidance on structuring E-2 employment within an existing real-estate LLC.

5. Recommendations for affordable attorneys or services (U.S. or Spain) to draft:

50/50 Operating Agreement + pledge framework

Joint & several personal guarantees

E-2 visa business-plan support

Any leads—websites,

meetup groups, or specific law firms—would be hugely appreciated. Thanks in advance!