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Business Distribution of profits

1,006 Views | 3 Replies | Last: 5 yr ago by The Wonderer
Dr T and the Women
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AG
Can a business legally dispense profits differently than by percentage ownership?

I am looking at creating a real estate holding company that owns medical office space. The tax law limits the ability of service professionals to take advantage of the pass through deduction.

"Crack and Pack" guidelines require these professionals to have <50% ownership of a building. I want to see if I can bundle 3 professionals at 1/3 each ownership but then pass through "income" different than that 1/3 ratio. Otherwise it gets a little more complicated in putting the structure together
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Wrighty
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AG
This seems like a good DIY question - no need to involve a pro.
752bro4
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It'll tie back to the LLC bylaws about % of p&l. It can be done, but as s-Corp, all profits pass through
The Wonderer
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The Operating Agreement of the LLC dictates how distributions are made. They do not have to be based on the percent of ownership or contribution by a member to the LLC. If the Operating Agreement is silent as to the how distributions are made, then the TBOC controls and they are distributed pari passu pro rata based on the members' contributions (capital account) to the company.
The Wonderer
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Also, as you are a medical professional, make sure that your rent and "income" is FMV for all medical provider owners if they are practicing within the space. Stark and Anti-Kickback must be referenced with appropriate clauses within the lease and Operating Agreement.
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