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Partnerships and Joint Ventures

Fortson, Bentley and Griffin’s corporate attorneys advise clients on a wide range of matters relating to partnership and joint ventures and have the experience needed to navigate the associated tax, management and control, funding, liability, and related considerations that arise when forming and entering into partnerships and other joint venture arrangements.

The term “partnership” actually encompasses a host of possible business arrangements. In addition to traditional general partnerships, limited partnerships (“LP’s”), and limited liability limited partnerships (“LLLP’s”), the term “partnership” can also refer to limited liability companies (“LLC’s”) having more than one member, which are taxes as partnerships by default. FB&G’s corporate attorneys have the legal knowledge and experience to assist our clients in choosing between LP’s, LLLP’s, and LLC’s to achieve their financial and legal goals.

Whether dealing with an LP, an LLLP, or an LLC, FB&G’s corporate attorneys know that it is critical to negotiate and prepare the appropriate partnership agreements (for LP’s and LLLP’s) or operating agreements on behalf of our clients. In addition to addressing the major partnership issues such as economic terms and management and control, our corporate attorneys will ensure that the partnership agreement contains appropriate protections and flexibility with respect to transfers of partnership interests, including, but not limited to, general restrictions on transfer, permitted transfers for estate planning or other purposes, right of first refusal, repurchase options on certain triggering events (e.g., death, disability, or divorce), and buy-sell provisions to resolve disagreements among the partners.

Instead of operating through a traditional legal partnership, many of our clients choose to invest and operate through a limited liability company (“LLC”) due to the operational flexibility afforded to limited liability companies under the Georgia Limited Liability Company Act, O.C.G.A. § 14-11-101, et. seq. (the “Georgia LLC Act”). Our corporate attorneys are extremely knowledgeable regarding the Georgia LLC Act and its impact on an LLC and its members and managers. We advise our clients regarding the choice between member-managed and manager-managed LLC’s, optional provisions to include in an LLC’s Articles of Organization, and, most importantly, on all aspects relating to the negotiation and preparation of an operating agreement for the LLC.

In addition to handling all corporate matters relating to LLC’s, FB&G’s corporate attorneys work closely with our firm’s tax attorneys to ensure that our clients choose the most tax-efficient treatment for their LLC’s. An LLC is a unique creature from a tax perspective, and, depending on a number of factors and decisions, LLC’s can be taxed as “disregarded entities”, partnerships, C-corporations, or S-corporations. Our corporate and tax attorneys have the depth of knowledge and experience needed to properly guide and advise our clients on all tax-related aspects of LLC’s.

At FB&G, our corporate attorneys recognize that each partnership is a unique business with investments, goals, tax considerations, and, perhaps, most importantly, personalities, that are one-of-a-kind. As a result, our corporate attorneys understand that every partnership is different and that no partnership agreement ever should be a “one-size-fits-all” or “off-the-shelf” document. Our clients trust our skills and expertise in all aspects of partnership and joint venture arrangements.

If you are seeking experienced legal representation in connection with a partnership, joint venture, limited liability company, or other similar undertaking, please contact us online or by telephone at 706-548-1151.

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