Real estate company: Founding a company

Do you want to buy and rent out your first property? You have inherited a property and now want to work in real estate management, property management and other related areas yourself, or even more, you want to become a real estate investor yourself? Then the big question is, which company is the right one? What is the first step?

Basically, you have many different possibilities and options as to how you can set up your business for the future. To give you an initial overview, we have written this guide to the different types of companies for you. Here you will learn about the different options you have as a founder in the USA. Definitions, start-up tips, advantages, disadvantages and taxes. Everything you need to make a good decision.

Legal forms USA – Overview

• LLC (cf. GmbH)
• Limited partnership (cf. limited partnership)
• General partnership (cf. general partnership)
• Real Estate Limited Partnership (cf. Immobilien-KG)
• C Corporation (cf. stock corporation)
• S Corporation (cf. small stock corporation)
• Real Estate Holding (cf. Real Estate Holding)
• REIT/ Real Estate Investment Trusts (cf. real estate investment company)

Combine legal forms:

• Multiple Entities

For the sake of completeness:

• Sole Proprietorship (cf. sole proprietorship)
• Owning private real estate in the USA (cf. private real estate ownership in Germany)
• Tenancy in Common (TIC) (cf. fractional community)

Limited Liability Company (LLC)

An LLC (Limited Liability Company) is a flexible and popular legal form in the USA. It offers its owners the advantage of limited liability, similar to a corporation, but combines the tax advantages of a partnership. Profits and losses are attributed directly to the shareholders, which avoids double taxation. In addition, an LLC offers a simple structure and flexibility in administration, which makes it particularly attractive for small companies.

• LLC

LLC: My recommendation for the first 10 properties

For the first two to ten properties, an LLC (see GmbH in Germany) is best suited to minimize liability risks and at the same time take advantage of tax benefits. The LLC limits the personal liability of the owners, while profits and losses are attributed directly to the shareholders, which avoids double taxation. In comparison, a Limited Partnership (see KG) offers more flexibility in terms of passive participation, but the general partner bears full liability. A general partnership (see OHG) involves higher risks due to unlimited liability.

• More about the LLC

Limited Partnership

A limited partnership consists of at least one general partner and one limited partner. The general partner bears full liability for the company’s debts, while the limited partner is only liable to the extent of their contribution. This structure is often used in equity investment or real estate projects, as it enables a clear separation between active and passive participation. From a tax perspective, a limited partnership benefits from the fact that profits are only taxed at partner level.

• Limited Partnership

General Partnership

A general partnership is a partnership in which all partners have unlimited liability. This legal form offers flexibility and simple formation without major formalities. Profits and losses are attributed to the partners and are taxed personally by them. However, the partners’ full liability for the company’s debts entails a higher risk, which is why this form may be less suitable for certain business models.

• General Partnership

Real Estate Limited Partnership (RELP)

A real estate limited partnership (RELP) is a special form of limited partnership that is used for real estate projects. In this structure, passive investors invest as limited partners, while the general partner takes over the operational business and has unlimited liability. RELPs offer the advantage of tax transparency and are particularly suitable for large real estate investments where the parties involved want clear liability and profit relationships.

• Real Estate Limited Partnership

C Corporation

A C corporation is an independent legal entity that is separate from its owners. It offers a comprehensive limitation of liability for its shareholders. Profits are taxed at the corporate level and distributions to shareholders are subject to personal income tax, which can lead to double taxation. Nevertheless, this legal form offers advantages such as access to capital markets and the possibility of having an unlimited number of shareholders.

• C Corporation

S Corporation

The S Corporation is similar to the C Corporation, but with the difference that profits and losses are passed on directly to the shareholders, thus avoiding double taxation. However, there are restrictions on the number and type of shareholders. This legal form is often chosen by smaller companies that want to benefit from tax transparency but at the same time need the limited liability of a corporation.

• S Corporation

Real Estate Holding

A real estate holding company is a type of company that is used specifically for the ownership of real estate. This structure provides legal and tax separation between the owners and the property owners. It is ideal for investors who own and manage several properties without holding them directly in their own name. This allows liability risks to be reduced and tax advantages to be exploited.

• Real Estate Holding

REIT (Real Estate Investment Trust)

A real estate investment trust (REIT) is a special type of company that invests in real estate and is traded on the stock exchange. Investors can acquire shares and thus invest indirectly in real estate without owning real estate directly. REITs are tax-privileged, but must distribute a large part of their profits to shareholders as dividends. They are a popular option for investors looking for a liquid and diversified investment opportunity in the real estate sector.

• REIT

Multiple Entities

The combination of several company forms offers entrepreneurs the opportunity to spread risks and maximize tax advantages. For example, an LLC can be used in conjunction with a corporation to separate operational and administrative functions. This is particularly useful in the real estate industry or for more complex business models where different business areas need to be legally and fiscally separated.

• Multiple Entities

Sole Proprietorship

Sole Proprietorship, also known as a sole proprietorship, is the simplest legal form in the USA. The owner bears sole responsibility for the business, but also has unlimited liability for its debts. This form is suitable for smaller companies or freelancers who do not require a complex structure. As there is no separation between the company and the owner, taxation is levied directly on the owner’s income.

• Sole Proprietorship

Owning private real estate in the USA

Direct ownership of real estate in the USA as a private individual offers both opportunities and risks. Owners benefit from the increase in value of the property and the rental income, but must also observe the tax and legal obligations. In addition, personal ownership of real estate can lead to liability risks, which can be minimized by using a suitable legal form such as a real estate holding company or an LLC.

• Owning private real estate in the USA

General Partnership: Formation, Advantages and Disadvantages

Many people want to go into business with a partner. This has many advantages over working alone. You have someone to carry you through struggles, and someone to turn to for decision-making. There’s also the fact though that you have someone who is interfering with the decisions that you would like to make. This can be hard to handle, but can be worth it. In the following we show you what a general partnership is, its advantages, how it is formed, and much more.

Definition and Basics: What does a General Partnership Mean?

The official definition, according to the state of California is “a form of business entity in which two or more co-owners engage in business for profit”. In practice it means two individuals share liability, profits, and losses from real estate investments. Important: this form of doing business is unincorporated, meaning that it is not separate from the people doing the business. It also has, by definition, more than one owner.

• A form of business entity in which two or more co-owners engage in business for profit

Forming a General Partnership: Business Name, Licenses, Agreements, etc.

In forming a general partnership, the first step is to choose a business name for the partnership. This is important, as you need to make sure that the name is not taken by another company or partnership. To do this you search your local district’s registry, the state secretary’s and so it does not infringe on a trademark or service mark the United States Patent and Trademark Office and the Register of Trademarks and Service Marks. Next, you draft and sign a well-written partnership agreement.

Next, back to the secretary of state, where you file a statement of general partnership. Many people skip this, as it is not obligatory, and you can avoid the $70 filing fee and the $15 fee. In the same step, you register the name of the partnership at the local level by obtaining a fictitious business name. Next you must set up a separate bank account for your partnership. You should try to keep your personal finances separate from your business finances. Finally you obtain the local business licenses and specialty real estate licenses (these differ between states).

Process summarized:

1. Choose a Name
2. Create a Partnership Agreement
3. File Statement of General Partnership and Register Name
4. Open a Partnership Account
5. Obtain Permits and Licenses

Documents:

• Partnership Agreement
• Statement of General Partnership

Advantages: Filing Fees, Stress and Flexibility

The first advantage is not the most significant, but perhaps important for partnershiips with limited time and finances (we do not recommend this). A general partnership is not as legally binding as other forms of business entities, and therefore is not necessary to be filed at the state level. Therefore you can skip the filing fee and hassle with the secretary of state. It is also in general a less stressful form of business, as there is less bureaucracy and it is less legally protected. Lastly, the biggest advantage of a general partnership is that it is very easy to convert to an LLC. This makes it a great stepping stone for those not ready for the total commitment of an LLC.

• No filing fee
• Less stressful
• Flexible to convert

Disadvantages: Structure, Liability and Disagreements

The main reason most people form a business is to avoid liability. This is unfortunately not the case for general partnerships which are not subject to liability protection, as they are not entities separate from their owners. An additional problem comes from the fact that general partnerships are often formed between two individuals who already know each other. Even when this is not the case, a common problem, as there are only two people in the partnership, is that owners disagree. This can lead to conflict and far-reaching issues. The lack of structure is another and the final disadvantage of general partnerships

• No liability protection
• Owners can disagree
• Lack of Structure

Real Estate General Partnership: Advice, Tips for Real Estate Partnerships

Different from other types of ownerships like C corporations or S corporations, a general partnership is considered the original partnership, and is also the least complicated. There are still a few details to keep in mind. Including how to structure a real estate partnership (whether limited or general), and the utmost importance of a partnership agreement. Lastly, we also answer the common question, if general partners are a necessary part of a partnership.

1. Structuring a Real Estate Partnership
2. Partnership Agreement
3. Does every partnership need a general partner?

Structuring a Real Estate Partnership

The structure of a real estate partnership can be a complicated thing. It is important to take your time with planning this, and making every step of it as perfect as possible. To avoid mistakes, get a primer on how to structure your partnership with the video below.

Partnership Agreement – Most Important Part of a General Partnership

When investors in a general partenrship buy a property, each general partner has an equal right to participate in the management and control of it. From a practical perspective, this means that determining how disagreements that arise in the ordinary course of business will be handled is of paramount importance. The partnership is free to designate a different method of decision-making and provide for it in writing either in the partnership agreement and/or an amendment thereto. In the partnership you will detail how decisions are made, how votes are made, and if you need e.g. a majority or unanimous vote.

The partnership agreement is make or break!

Does Every Partnership Need a Partner?

Yes. Every partnership, including limited partnerships, and limited liability partnerships (not to be confused with limited liability company), need at least one general partner. This is the person that makes day-to-day decisions, and takes the brunt of liability. They also make all legally binding decisions, as it is them who are liable for any legal consequences.

• Yes, every partnership needs at least one general partner who makes day-to-day decisions

Taxes: Pass-Through Structure

There are a few benefits to taxes in tthe world of general partnerships. Firstly, general partnerships, unlike corporations, do not pay income taxes. We go in-depth on the details you need to know, below.

1. Are Partnerships Tax Exempt?
2. Do all Partners pay the Same Amount of Taxes?

Are Partnerships Tax Exempt? Tax Structure of General Partnerships

Yes. General partnerships are tax exempt. The business itself does not pay any income taxes. Rather, the general partners pay income taxes. In other words, profits, losses, etc. all pass through to the partners directly.

• No, all income and losses pass through directly to partners and are taxed as their incoome tax

Distribution – Do all Partners Pay the Same Amount of Taxes?

This can be decided by partners. Otherwise, the IRS taxes every partner equally. This can be advantageous, e.g. if you are an existing partner and a new partner joins, in which case the amount of tax reduces. If you are made a partner though, then you become owner of the partnership’s assets, and also liable for taxes.

• Partners decide whether everyone pays the same amount

General Partnership – The Original Partnership

The general partnership is the classic, the original type of partnership. It is attractive often mostly for beginners or those who are not yet certain that they will enter an LLC or the direction their business will take. It has many advantages though, and is a good decision for many who choose it.

Comparison: What is the Difference between a General Partnership and Limited Partnership

The difference between a general partnership and a limited partnership is that a general partnership consists only of general partners, all of whom carry liability. Limited partnership has additional partners who are not liable (so-called limited partners). General partnerships and limited partnerships are often misconstrued, due to the important difference between a partner and partnership. A limited partnership also has general partners.

• Limited partnerships are general partnerships with additional partners who do not carry liability (limited partners)
• General partnerships consist only of general partners

See Limited Partnerships – Real Estate