Joint Ventures and LLCs

Many of our clients form, operate or invest in joint ventures with institutional equity partners, other developers and builders, private investors, family members or friends for their real estate holdings and related businesses. 

Our firm has formed and actively administers hundreds of single-member Washington and Delaware LLCs on behalf of our clients.

In addition to simple operating agreements for those single-member LLCs, we have drafted and negotiated many complex LLC operating agreements, partnership agreements and joint venture agreements. 

These more complex deals have included ventures for the development of multiple projects through subsidiaries as well as multiple one-off ventures for residential or commercial properties of all sizes and in all asset classes.  The agreements for these joint ventures often feature detailed governance structures, remedies for failure to make additional contributions, nuanced guaranty reimbursement obligations, complex waterfalls that provide for preferred returns, promotes and possible crystallization or forfeiture of promotes, forced sales, put rights, buy-sell and other exit strategies, restrictions on transfer, and joinders of parent entities for select obligations.  We are also cognizant of the additional issues and the constraints that arise when one or both of the joint venture partners is a REIT or REOC. 

For those developers seeking multiple passive investors for their projects, we have provided advice regarding regulatory requirements and prepared private placement memoranda, subscription agreements and securities filings at the state and federal levels to help comply with those requirements. 

Through our experience and frequent conversations with clients regarding market conditions and investor relations, we understand what makes joint ventures and investment vehicles successful.