Episode 31: LLC VS. LP – How Syndications Are Legally Structured

Building Passive Income

00:00 / 00:16:02

Welcome to Building Passive Income with CREI Collin

Confused about the difference between an LLC and an LP? In this episode, CREI Collin breaks down the two most common legal structures for real estate syndications. You’ll learn what each entity type is, how they differ, why sponsors choose one over the other, and what it means for you as a passive investor. Whether you’re reviewing your first deal or your tenth, understanding the legal structure is a critical part of due diligence.

Learn the difference between LLC and LP structures in real estate syndications and what it means for your passive investment.

Key Topics Covered:

What is a limited partnership (LP) and how does it work?
What is a limited liability company (LLC) and how does it work?
Key differences between LLC and LP structures
Why sponsors choose LLC vs. LP structures
What matters most for passive investors: governance, liability, and tax treatment
Red flags to watch for in legal structures
Questions to ask sponsors about entity structure

Timestamps:

[00:00] Introduction: Why the legal structure matters
[02:15] What is a limited partnership (LP)?
[04:30] What is a limited liability company (LLC)?
[06:45] Key differences between LLC and LP structures
[09:00] Why sponsors choose LLC vs. LP
[11:15] What matters most for passive investors
[13:30] Red flags and questions to ask
[15:45] Recap and action steps

Key Takeaways:

Limited partnerships (LPs) have general partners (who manage and can bear liability at the GP level) and limited partners (who are passive with limited liability at the entity level).
LLCs have members and a manager. In a manager-managed LLC, the manager controls operations, and non-managing members are passive with limited liability at the entity level.
From a passive investor experience standpoint, LLC and LP structures can feel similar, but your rights and remedies are driven by the governing documents (Operating Agreement for LLC, Limited Partnership Agreement for LP).
Most syndication LLCs and LPs are taxed as partnerships, meaning income and deductions pass through to investors on a K-1.
Your rights, obligations, and protections are defined by the operating agreement or partnership agreement—these documents matter more than the entity type.
Red flags include unclear governance, unlimited sponsor discretion without guardrails, unclear liability protection, and requests for personal guarantees beyond standard subscription documents.

Resources Mentioned:

Private Placement Memorandum (PPM)
Operating Agreement (LLC) / Limited Partnership Agreement (LP)
Subscription Agreement
Schedule a consultation with CREI Partners: Let’s Talk

Action Step:

Pull out the PPM and operating agreement or partnership agreement from one of your current syndication investments. Identify whether it’s an LLC or an LP. Read the sections on governance, investor rights, and liability protection. Ask yourself: Do I understand my rights and protections?

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Disclaimer:

This podcast is for educational and informational purposes only and does not constitute legal, tax, financial, or investment advice. Always consult with qualified professionals—including a real estate CPA, securities attorney, and financial advisor—before making any investment decisions. Past performance is not indicative of future results. All investments involve risk, including the potential loss of principal.

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