A Family Limited Partnership (FLP) is an entity, like a corporation. It is used to protect assets and keep them in the family. A certificate is filed with state authorities to bring the Partnership into existence. The Partnership has distinct identity and tax identification number. It can own assets
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Partner Rights and Liabilities in FLPs
Partners own a FLP. General Partners have a percentage of ownership and can generally control and manage the Partnership. They can make investment decisions and decide when and how much to distribute to Partners. A General Partner can be held responsible for any liabilities that the Partnership may have. Limited Partners have a percentage of ownership but have no voting or management participation rights. A Limited Partner should not have personal liability for any activities of the Partnership, much like a shareholder in a corporation is protected from any corporate liabilities.
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Advantages to Using FLPs..
There are many advantages to using Family Limited Partnerships. These advantages include:
Controlled Distributions- The General Partner can control the Partnerships and its distributions. Income and profits from the Partnership do not have to be distributed; they can be reinvested.,
Restrictions - Limited Partners can be restricted from transferring, selling or otherwise "losing" their ownership interest.
Valuation Discounts- A discount can be used in calculating the value of Limited Partnership interest given to family members. For example, a 10% interest in a $1,000,000 Limited Partnership may be valued substantially less than $100,000 for gift tax purposes. Gifts of Partnership interest can qualify for the $10,000 per year annual exclusion if structured properly.
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Advantages Cont.
Creditor Protection- A certain degree of a creditor protection is inherent in owning interest in a Limited Partnership. A Limited Partner's creditors normally cannot directly levy upon Partnership assets and cannot "take" a Limited Partner's interest in a Partnership. Current law only allows for a "charging order" which requires that any monetary or financial distributions from the Partnership to a particular partner be given to that Partner's creditors. The response to such an order can be that the Partnership simply reinvests earnings instead of making distributions.
Arbitration to Settle Disputes- A Family Limited Partnership Agreement can provide an arbitration provision to resolve any family disputes among Partners.
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Advantages Cont.
Buy-Sell and Right of First Refusal- A Partnership Agreement can include buy-sell and right of refusal provisions to prevent unwanted persons from becoming Partners. A buy-out provision can provide that Partnership interest may be bought by other Partners or the Partnership at fair market value or at a discount.
Asset Protection in the Event of Divorce- In the event a Limited Partner has a failed marriage, the Family Limited Partnership can be structured to protect assets and keep them in the family. The Partnership can be used as a means to segregate the spouse's property. Most courts are reluctant to award a Partnership interest to the other spouse in a divorce proceeding. In the event that the court does award a Partnership interest in a divorce proceeding, such events could trigger a by-out provision which would enable the Partnership interest to remain in the family. Reduced Costs- Placing all assets (we never recommend this) into a Family Limited Partnership can reduce admi
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FLP Discounts
Family Limited Partnerships are excellent gifting vehicle because children or beneficiaries can be given Limited Partnership interest that restricts their right to participate in management or financial decisions. The IRS has allowed "minority discounts" of up to 40% on Limited Partnership gifts due to their lack of control and marketability.
The impact of these discounts can best be illustrated by example. Assume that John Doe has $1,200,000 in assets, three children, and will live until 2005. Upon his death, assuming that no Family Limited Partnership was established, John's estate would incur an estate tax of $235,000 and $965,000 would go to his beneficiaries.
Using a Family Limited Partnership, assume that John gifts $50,000 per year to the Family Limited Partnership for 10 years. With the 40% "minority discount", John can gift assets worth $50,000 per year into a Family Limited Partnership for the benefit of his children while only using $30,000 worth of annual exclusions. Us
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