Legal Question in Business Law in California

Follow-Up: Forming an Investment Club (Partnership-LLC)

I'd like to thank all the attorny's for their input, but I do have some follow-up questions.

Most of you recommended LLC, while one recommended a General Partnership because the LLC iteself will have NO credit. As a result, credit for the LLC will have to be established by using all the members.

Will doing so eliminate Limited Liability benefits in LLC??? I'm assuming that was the reason for one attorney to suggest a General Partnership.

Would everyone agree? If that is the case, should I go with the General Partnership? If yes, how do I protect all the partners from lawsuits from tenants (if any)?

Can someone provide step-by-step instructions on how to form either a General or LLC Partnership.

How would I go about opening a bank account under the partnership (General or LLC)? What steps will I need to take and what forms will I need to file?

Thanks once again!


Asked on 4/11/02, 12:25 am

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: Follow-Up: Forming an Investment Club (Partnership-LLC)

Lenders won't lend without substantial assurances of repayment. If the loan is to acquire real property, they will want a down payment and a deed of trust. Usually they will also require a borrower with a good credit history and visible income from which to make the payments. These requirements make it tough for a new organization of any kind to borrow on favorable terms. More likely than not, the investors in your proposed organization will have to go 'at risk' in some way or another -- either substantial contributions of equity capital, personal guarantees, or the general partnership form of organization (which puts everyone at risk!).

Because you are raising money from other people and proposing to form business entities, I repeat my previous advice that you retain an attorney to advise you on securities law and business entity selection and formation. There is substantial potential for litigation down the road in what you're proposing to do -- be very careful.

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Answered on 4/11/02, 10:31 pm


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