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Disadvantages Lack of step-up in basis for gifted FLP or FLLC interests. Tax returns and other annual maintenance. Must be conducted as a business with regular minutes and meetings. General partners exposed to liability unless owned by another entity. Need to use trusts for transfers to minors.
5 Steps to Forming a Family Limited Partnership (FLP) Step 1 Set-up the FLP and the managing General Partner. Step 2 Transfer assets into the FLP. Step 3 Place a value on the FLP ownership interest. Step 4 Set up trust(s) to become Limited Partners in the FLP.
Restriction on the types of assets transferred into the FLP. Because the FLP is a business, personal assets cannot be transferred into an FLP without potentially endangering your ability to use the annual gift tax exclusion to transfer limited partnership interests to your heirs.
The FLP allows individuals to distribute their wealth to heirs through limited partnership shares. The value of such shares is less than that of the assets held by the FLP because their appraised value is discounted due to factors such as their limited marketability. Gift tax reduction.
FLPs both protect assets from creditors and provide flexibility, since they can be revised and altered as circumstances change. While an FLP can be a great way to take advantage of estate tax protections, an FLP must have a purpose beyond merely reducing estate tax liability to be legitimate in the eyes of the IRS.

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Limited partnerships are generally used by hedge funds and investment partnerships as they offer the ability to raise capital without giving up control. Limited partners invest in an LP and have little or no control over the management of the entity, but their liability is limited to their personal investment.

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