Real Estate Operating Agreements for Developers and Investors: Key Terms, Drafting Considerations, Pitfalls to Avoid
LLC Pros and Cons; Corporate Transparency Act and State Law Considerations; Tax Implications
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will provide a comprehensive look at drafting real estate operating agreements and related legal issues. The panel will examine the pros and cons of creating a limited liability company (LLC) for real estate companies and address industry-specific key terms and drafting considerations for operating agreements. The panel will offer best practices for practitioners and address pitfalls to avoid.
Outline
- Introduction
- When to consider an LLC for real estate investors and developers
- Pros v. cons
- Drafting the operating agreement to protect the members
- LLC purpose
- Manager and member roles
- Management structure
- Decision-making authority
- Adding/removing members
- Voting rights
- Capital contributions
- Securities laws
- Insurance
- Distributions
- Tax treatment
- Transfer or assignment of interest
- Dispute resolution
- Loans and guarantees
- Restrictive covenants
- Exit strategy
- Other
- Corporate Transparency Act and state law considerations
- Practitioner takeaways
Benefits
The panel will address these and other important considerations:
- When should counsel recommend LLC formation to their real estate clients?
- What are the pros and cons of LLC formation for real estate entities?
- What are issues unique to real estate entities that should be addressed in the operating agreement?
- What key terms should be included in the operating agreement?
- What state law considerations should be taken into account when drafting a real estate operating agreement?
- What are issues related to the Corporate Transparency Act that counsel should consider when drafting a real estate operating agreement?
Faculty
![Fritz, Michael](/img/t/d67bd064b9e25941127af0ce1ba21e1d.jpg)
Michael J. Fritz
Partner
Dorsey & Whitney
Mr. Fritz concentrates his practice on commercial real estate capital market transactions and general corporate... | Read More
Mr. Fritz concentrates his practice on commercial real estate capital market transactions and general corporate counseling. He regularly advises national and multinational clients in the commercial real estate industry. Mr. Fritz has over 17 years of experience in handling complex and high-value transactions, such as acquisitions, dispositions, financings, and joint ventures. A large part of his practice is dedicated to representing developers, sponsors, investors, and other capital market participants. Mr. Fritz regularly handles the acquisition, development, and disposition of commercial real estate assets, mortgage and mezzanine financings, preferred equity investments, and the structuring of joint ventures. In his joint venture practice, he focuses on helping his commercial real estate clients structure joint ventures for both single asset and programmatic real estate investment strategies
Close![Whitten, Tom](/img/t/27488a799970d8e59fd5bd5d7e7a0f12.jpg)
Tom Whitten
Attorney
Dorsey & Whitney
Mr. Whitten partners with real estate and finance clients to guide transactions from inception to closing. He uses his... | Read More
Mr. Whitten partners with real estate and finance clients to guide transactions from inception to closing. He uses his understanding of the market and clients' business concerns to guide all aspects of his practice. Mr. Whitten regularly counsels clients through real estate acquisitions, dispositions, development, leasing, borrowing, and lending transactions.
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