White Paper

5 Pages
  • 5 Pages

Real Estate Issues to Address in the Operating Agreements of Real Estate LLCs


Minimize the risk of veil piercing

LLC agreements should contain provisions carefully documenting member contributions but particularly of real property contributions to real property LLCs, and these contributions should also be properly formalized in real property deeds, in records in the relevant registry of deeds, and in any other documents required or customary under applicable state real estate law and practice. Acknowledging the need for valid documentation of real property contributions to the LLC will limit headaches down the line. To protect not only the members but also the above real property, members should be instructed about the measures they must take in order to minimize the risk that their statutory liability shield will be negated by a veil-piercing claim. This white paper reviews these issues as well as the importance of taking reasonable measures to ensure the statutes and provisions available under the governing LLC act.



John M. Cunningham

John M. Cunningham

McLane Middleton, P.A.

  • Former trial attorney with the Tax Division of the United States Department of Justice and a former member of the International Trade and Tax Department of Baker McKenzie LLP
  • Author of Maximizing Pass-Through Deductions Under Internal Revenue Code Section 199A, published by Wolters Kluwer, an international legal and tax information service
  • Practice is focused on LLC formations and other transactions involving LLC law and tax and on advising clients on how to structure their businesses to maximize their section 199A pass-through deductions, section 199A services have saved his clients tens of thousands of dollars in federal income taxes
  • Author of Drafting Limited Liability Company Operating Agreements, also published by Wolters Kluwer, leading U.S. LLC formbook and practice manual
  • Former chair of both the corporate and tax sections of the New Hampshire Bar Association
  • Chaired and was a principal author of the Revised New Hampshire Limited Liability Company Act

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