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Partnership for Investments

You have several choices:

Joint Ownership of Assets

The first choice is to have joint ownership of assets, where all the names of all the investors are on every investment account. You could also have the name of the investment group on the investment. Each account will only have a few investors that can withdraw from the account. The real difference in titling the account is that for joint ownership of assets, one of the investors uses their social security number for IRS reporting purposes. Then during January (before the 31st) nominee 1099s are filed for all the investors shares which are deducted from the investor's tax return who's social security number is on the account.

This choice makes sense if the investment group has very few investments.

Joint ownership should have a written partnership agreement with the understanding that it is not for the operation of a business but only for the purpose of joint ownership of property.

Formal Partnership Filing

The second choice is to just have a straight partnership and a partnership return. Joint ownership of assets does not require the filing of a partnership return, because joint ownership of assets is not considered to be conducting business. You have the option though to use the partnership form.

The partnership would file an SS-4 document with the IRS and get an tax number, called an Employer Identification Number or EIN. The name of the investment group and the EIN would go on every investment, such as a bank account or stock purchase account.

The partnership would have to file a partnership return, Form 1065, with all the penalties for late filing and the complexities that go with a partnership. The partnership carries special penalties, such as $50 per partner per month that the return is filed late in addition to $50 penalty for the form itself.

Form 1065 also requires the distribution to investors of a K-1 document on or before April 15 of the year following the tax year. This can cause problems which lead to late filing so, the General Partner or Tax Matters Partner should get all the information for the return in very early so that the Forms 1065 can be completed early in the year - preferably before February 15th.

This type of ownership and filing only makes sense when the number of investments make the nominee 1099s impracticable.

Limited Liability Partnership.

Partnerships carry implied agency and unlimited personal liability of partners. If one partner does something wrong in signing a contract on behalf of the partner, the whole partnership is held liable regardless of the nature of the partnership agreement.

Limited Liability Partnerships (LLPs) have the advantage of limited liability. The partners in a limited liabilty company or partnership are referred to as a member rather than a partner. Each member is only liable for their own actions.

You should consider the advantages of filing the papers with the state as a LLP or LLC to limit the liability of the investors.

Partnership Agreement

Any partnership agreement should require that the tax matters partner be specified. The amounts of shares in capital accounts and profit and loss must be stated. Someone must be designated as the accountant who keeps track of all moneys collected and spent in separate accounts for each partner or member.

If shares are designated the amount of profit sharing can be stated with respect to shares.

This is a quick overview and has not touched on many aspects which may be considered important in forming an investment partnership. We recommend that you should get extensive advice concerning these matters before getting formally involved in any partnership investment venture. (Off-the-cuff without research. This should be researched before you take it as reliable advice. Speak to your income tax advisor before applying this advice to your situation.)

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