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  • Will You Add? - Protecting Your Limited Partnership

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    drafted by an attorney with experience in this area of the law. There are business entity filing providers (incorporators) who don’t know what they’re doing and they tend to provide a ‘generic’ agreement that is a gross disservice to their customers. The partnership agreement should be drafted by an attorney. AVOIDING IRS PROBLEMS

    A series of cases which culminated in 2005 (the Strangi cases) examined the misuse of Limited Partnershi

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    The use of the Limited Partnership has grown in popularity over the last 25 years as both a way to limit liability and reduce exposure and risk as well as a tax and estate planning tool. Like any other business or investing tool, it can be used properly for its intended purpose or it can be misused, resulting in problems.

    PRACTICAL LESSONS LEARNED

    Though the Limited Partnership has been adopted in all states of the USA, not all limited partnership statutes are created equal. Some are much better than others, and some are worse. It’s important to be in compliance with state law requirements, remembering of course that some states have far more formality requirements than do others. Here are some useful suggestions.

    • As a preference, make use of those jurisdictions where the limited partnership statute is not invasive of every partner’s privacy. Some states want each partner’s name and address, even if they are not the (managing) general partner. Other states are far more respectful of privacy and only require the contact information of the General Partner.
    • Be sure to file any Annual Report. In the better jurisdictions, this is normally just a statement of who the general partner is, along with their address. In others, it is more detailed and requires a financial report.
    • Use the Limited Partnership for its intended and proper purpose. It should have a ‘business purpose’, i.e. controlling and holding investment assets such as the stock of corporations, limited liability company ownership interests, investment trading accounts, mutual funds, etc.
    • The Limited Partnership should not be treated as if it’s your personal piggy bank. Ensure that the Partnership Agreement states one or more specific and well-drafted business purposes.
    • Have the Limited Partnership Agreement drafted by an attorney with experience in this area of the law. There are business entity filing providers (incorporators) who don’t know what they’re doing and they tend to provide a ‘generic’ agreement that is a gross disservice to their customers. The partnership agreement should be drafted by an attorney.
    AVOIDING IRS PROBLEMS

    A series of cases which culminated in 2005 (the Strangi cases) examined the misuse of Limited Partnershi

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    limited partnership statutes are created equal. Some are much better than others, and some are worse. It’s important to be in compliance with state law requirements, remembering of course that some states have far more formality requirements than do others. Here are some useful suggestions.

    • As a preference, make use of those jurisdictions where the limited partnership statute is not invasive of every partner’s privacy. Some states want each partner’s name and address, even if they are not the (managing) general partner. Other states are far more respectful of privacy and only require the contact information of the General Partner.
    • Be sure to file any Annual Report. In the better jurisdictions, this is normally just a statement of who the general partner is, along with their address. In others, it is more detailed and requires a financial report.
    • Use the Limited Partnership for its intended and proper purpose. It should have a ‘business purpose’, i.e. controlling and holding investment assets such as the stock of corporations, limited liability company ownership interests, investment trading accounts, mutual funds, etc.
    • The Limited Partnership should not be treated as if it’s your personal piggy bank. Ensure that the Partnership Agreement states one or more specific and well-drafted business purposes.
    • Have the Limited Partnership Agreement drafted by an attorney with experience in this area of the law. There are business entity filing providers (incorporators) who don’t know what they’re doing and they tend to provide a ‘generic’ agreement that is a gross disservice to their customers. The partnership agreement should be drafted by an attorney.
    AVOIDING IRS PROBLEMS

    A series of cases which culminated in 2005 (the Strangi cases) examined the misuse of Limited Partnershi

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    s name and address, even if they are not the (managing) general partner. Other states are far more respectful of privacy and only require the contact information of the General Partner.
  • Be sure to file any Annual Report. In the better jurisdictions, this is normally just a statement of who the general partner is, along with their address. In others, it is more detailed and requires a financial report.
  • Use the Limited Partnership for its intended and proper purpose. It should have a ‘business purpose’, i.e. controlling and holding investment assets such as the stock of corporations, limited liability company ownership interests, investment trading accounts, mutual funds, etc.
  • The Limited Partnership should not be treated as if it’s your personal piggy bank. Ensure that the Partnership Agreement states one or more specific and well-drafted business purposes.
  • Have the Limited Partnership Agreement drafted by an attorney with experience in this area of the law. There are business entity filing providers (incorporators) who don’t know what they’re doing and they tend to provide a ‘generic’ agreement that is a gross disservice to their customers. The partnership agreement should be drafted by an attorney.
  • AVOIDING IRS PROBLEMS

    A series of cases which culminated in 2005 (the Strangi cases) examined the misuse of Limited Partnershi

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    r purpose. It should have a ‘business purpose’, i.e. controlling and holding investment assets such as the stock of corporations, limited liability company ownership interests, investment trading accounts, mutual funds, etc.
  • The Limited Partnership should not be treated as if it’s your personal piggy bank. Ensure that the Partnership Agreement states one or more specific and well-drafted business purposes.
  • Have the Limited Partnership Agreement drafted by an attorney with experience in this area of the law. There are business entity filing providers (incorporators) who don’t know what they’re doing and they tend to provide a ‘generic’ agreement that is a gross disservice to their customers. The partnership agreement should be drafted by an attorney.
  • AVOIDING IRS PROBLEMS

    A series of cases which culminated in 2005 (the Strangi cases) examined the misuse of Limited Partnershi

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    drafted by an attorney with experience in this area of the law. There are business entity filing providers (incorporators) who don’t know what they’re doing and they tend to provide a ‘generic’ agreement that is a gross disservice to their customers. The partnership agreement should be drafted by an attorney. AVOIDING IRS PROBLEMS

    A series of cases which culminated in 2005 (the Strangi cases) examined the misuse of Limited Partnerships, particularly as to their misuse claiming deep tax discounts where the founder of the Partnership basically treated the assets of the Partnership as his own despite claiming to transfer them to the FLP. To avoid IRS problems, here are some ‘lessons learned’ to consider:

    • Don’t set up a Limited Partnership as part of your estate plan primarily for tax reasons. That is not a legitimate ‘business purpose’. Doing so only asks for trouble.
    • The IRS considers it abusive to put all of your personal assets into the Partnership. Keep a sufficient amount of funds and accounts outside the Limited Partnership that will provide for your lifestyle for the rest of your life expectancy.
    • The cost of your estate administration should be paid for out of your Living Trust or personal financial accounts, not out of the Limited Partnership. The same goes for estate taxes. It might be prudent to have a life insurance policy sufficient to cover anticipated estate taxes. That should be held separate from your family’s Limited Partnership.
    • It’s very unwise to put your personal residence into the family’s Limited Partnership. It can easily be deemed to be abusive by the IRS. In the Strangi case the IRS was very critical of Mr. Strangi’s occupying the home without paying rent after the home had been transferred to the Limited Partnership. The same would obviously be true for other ‘personal use’ items such as boats, art collections and vacation homes.
    ADMINISTERING THE LIMITED PARTNERSHIP

    One of the areas where problems can arise is in the proper administration of the FLP. This includes not only the day-to-day operations, but also the funding of the Partnership. For example:

    • Change title on assets intended for ownership by the Limited Partnership. Failure to do so means that the

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