Partnerships, Limited Liability Companies, and Other “Pass-Through” Vehicles

For business and tax reasons, many of our clients desire to structure their investment and business activities and holdings through such “pass-through” vehicles as partnerships, limited liability companies, joint ventures, disregarded entities under the so-called “check-the-box regulations,” and S corporations.


We routinely advise our clients, including those of our REIT clients that employ the UPREIT partnership structure, to advise them on structuring their special allocations of tax and non-tax items, contributions and distributions of appreciated or depreciated property (and, in particular, in a manner so as to avoid the “disguised sale” provisions), “profits” and other “carried” interests, section 704(c) lockups, debt maintenance provisions, and similar matters.