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FORM AN ILLINOIS FAMILY LIMITED PARTNERSHIP

A partnership is a syndicate, group, pool, joint venture, or other unincorporated organization of two or more individuals or entities through which any business, financial operation, or venture is carried on, in which the partners share in the profits and the losses. The partnership is an entity separate from its partners. There are different types of partnerships:

A limited partnership permits passive investors to invest capital and share in the profits and losses of a partnership venture without being liable for more than their capital contribution. Those who will be active in the day-to-day operation of the limited partnership business, such as the general partner, however, must remain fully liable.

A Limited Partnership has flow-through tax treatment under Subchapter K of the Internal Revenue Code and therefore a Limited Partnership is not subject to direct taxation. Instead, the partners must report and assume liability for their share of the Limited Partnership's gain or loss. Avoiding the entity level tax ensures that income flowing into a Limited Partnership is taxed only once.

The limited partner generally is not liable for the general obligations of a Limited Partnership unless that partner is also a general partner or participates in the "control" of the Limited Partnership's business. The limited partnership statutes permit limited partners to take many common actions without being deemed to have participated in the control of the Limited Partnership business.

Illinois Family Limited Partnership

The Family Limited Partnership (FLP) is a limited partnership where family members hold most or all of the ownership interest in a limited partnership, and it is an important vehicle for asset protection and estate planning. The FLP can be used to create a powerful strategy for asset protection and for realizing estate tax and income tax benefits.

The FLP can be formed so that a husband and wife are each general partners that handle the day to day operations of the family business or perhaps by a husband and an older son. Also, the FLP has limited partners that invest, perhaps only nominally, in the FLP. Typically, the husband, wife and children are the limited partners.

After forming the FLP, all family assets can be transferred into it, including investments and business interests. After the transfers, rather than such assets being owned individually by the husband and wife, etc., the husband and wife will own a controlling interest in a business entity that owns the assets. The family members that are general partners will have complete management and control over the affairs of the partnership and can buy or sell any assets they wish on behalf of the FLP. Furthermore, as general partners the family members can decide to distribute the proceeds from the sale of the assets or for the FLP to keep such proceeds.

In order for the Firm to process your Family Limited Partnership, you will need a Family Limited Partnership Agreement prepared by our Firm or, if you already have a Limited Partnership Agreement, you will need to furnish our Firm an opinion letter from qualified independent legal counsel representing the proposed Family Limited Partnership stating counsel has reviewed the Limited Partnership Agreement and such Agreement is fully compliant with Illinois law and represents the business entity contemplated by the parties.

We will form your Family Limited Partnership under the personal direction of a qualified attorney who makes certain that all requirements are met.

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