How To Sign Wyoming Assignment of Partnership Interest

How to document type sign assignment of partnership interest wyoming

good afternoon everyone again this is Elise gross with the pressor law firm today's webinar is going to be about protecting investments I am an attorney in South Florida been practicing for over 25 years in the fields of estate planning and asset protection and probate if you've got any questions during the course of the webinar you can type them into the chat box we'll try our best to answer during the webinar and if not we'll send you in a response email after the webinar if you're not already receiving our weekly e-newsletter please let us know and if you are interested in a complimentary preliminary consultation then also please let us know any contact you want to have with us you can either contact us through info and asset protection attorneys calm or the phone number on the bottom of your screen today we're going to be speaking about how to protect your investments from an asset protection strategy we're going to talk about how they should be titled mostly we're going to be speaking about liquid investments today I'm really not going to touch that much on real estate we've had other webinars solely on that topic we'll be using the limited partnership as an example and how to use the partnership to protect your investments we'll talk about other strategies and how you build off on the limited partnership in order to create additional firewalls some of the tax consequences and then we'll touch a little bit about corporate ownership in terms of protecting that corporate ownership and finally we'll talk about how international strategies interplay with investment strategies so how do you title your investments so for instance let's say you have a brokerage account if you leave your brokerage account whether it's brokerage whether it's stocks whether it's bank account if you leave that asset in your own personal name then that asset is going to be unprotected that's there's no ifs ands or buts about it it's just if you own it it's unprotected if you own it and I'll touch a little bit upon this today too if you instead of owning it in your personal name you own it in a revocable trust then vacu is unprotected from an asset protection standpoint that would be fine from a estate planning standpoint but it does not give you asset protection so that's not the way to own your investments you can potentially integrate your spouse into the ownership of your investments which might give you a little bit of protection what we do there is we call it tenants by the entireties which is available in about half the states in the US and the way tenants by the entireties works is that if a couple two spouses so it must be a married couple owned an asset in a state where it can be either real property or personal property and that asset is own either titled as husband and wife's wife and wife husband and husband however your state lets you title it and that asset was acquired under the same deed or instrument so it was at the same time the same document you both have equal rights to possess the property and obviously you each have the same interest which is an undivided interest in the whole then that could be considered a tenants by the entireties asset which means if one of you has a creditor if one spouse has a creditor a judgment creditor and creditor wants to try to attach an asset that's tendance by the entireties then if all goes well the creditor would not be able to attach it because the other spouse is not a judgment debtor as well so both spouses have a judgment against them the same judgment and they own tenants by the entireties it's irrelevant the creditor can get it if only one spouse has the judgment and its own tenants by the entireties then in theory the creditor would not be able to get through to the asset because the second spouse doesn't have the judgment it works most of the time it's not perfect but it's definitely usable as a strategy and as a layered strategy the problem with relying solely on investments owned is tenants by the entireties is we don't know which spouse is going to die first and if the spouse with the judgment dies survives the spouse without the judgment then all of a sudden you have a completely exposed asset so it's not the best way it can certainly be integrated within your structure we can use it as one of the layers but it's not really the be-all end-all that most people think it is because we really don't know we have absolutely no way of knowing who's gonna die first and potentially leaving somebody wide open to a creditor so the positives are if you have a judgment against only one spouse you can potentially protect the asset that's tendance by the entireties the negatives are we don't know who's gonna die first so we could leave an exposed asset so just titling as tenants by the inter than nothing but it's not necessarily the best thing to do titling cash mutual funds CDs and other liquid assets the main thing that we would recommend is to title them in a limited partnership so how does the limited partnership work the limited partnership basically is a partnership it's an arrangement between two or more parties it doesn't have to be individuals it can be companies it could be trusts a lot of different ways you can go with the limited partnership but the way it works is that unlike a general partnership where all partners have equal liability and equal say a limited partnership is controlled by its general partner only you can have multiple general partners but only general partners control the limited partners have no control and therefore no liability for anything that happens with that partnership so if you are the general partner of a limited partnership and that partnership owns an asset and something goes wrong with that asset then the general partner would hold personal liability for anything that went wrong with the partnership so we have to fix that situation how do we fix it we're gonna get to that in a moment okay so the way a limited partnership in general works is the limited partners as I said don't have liability but on the other end they also can keep that away from creditors why because if you have a limited partnership interest then your creditor depending on what jurisdiction you're living in is generally limited in its remedy against the limited partner who they have a judgment against personally is limited to getting a charging order against the limited partners distribution interest in the limited partnership so what does that mean well that means if the limited partnership issues a distribution to the limited partner and that limited partner has a creditor with a personal judgment against the limited partner if the distribution is made the creditor could stand in the shoes of the limited partner and take that distribution just keep that in mind for the next thing we're going to talk about so if the creditor can take the distribution instead of the limited partner then what you want to do is hopefully control whether or not a distribution is given so if this limited partnership is something you're using from an estate planning standpoint and the limited partners and all partners involved our family members or close friends or associates then the general partner controls who gets the distributions and the general partner has to be controlled by you notice how I said controlled by you not you being the general partner we wouldn't want you individually to be a general partner because if you're individually a general partner then you could potentially have personal liability for anything that happens with the partnership so what we would do is we would set up a protective entity probably an LLC to be the general partner of the partnership and you the client would be the manager of that general partner LLC because of that you won't have the personal liability as a general partner the LLC would the LLC is not going to have any issues the LLC will have charge and order protection as well and now the general partner has no liability for the partnership works great the general partner controlled by you as the manager will decide who gets a distribution so if you're also a limited partner and you've got a creditor likely you're not going to issue a distribution so the creditor is just going to stand and wait and get nothing which is going to put you in a great negotiating position so to recap you've got a general partner that's an LLC controlled by you the client as manager you've got a limited partnership interest which the creditor has a charging order against you because they have a judgment against you and the creditor is just going to stand there empty-handed because you're not going to have a distribution because you were able to control whether or not distributions were made that's the way to hold your liquid assets and your investments inside that limited partnership because those assets can grow and those assets could stay in there and be protected from your judgment creditors in addition there's going to be a tax neutrality if it's done correctly because the way the limited partnership works is it's passed through so you as a limited partner and you as an owner of the general partner LLC will basically get K ones of whatever the four just for income of the partnership and it just passes through your tax return on your personal 1040 so the partnership will file a tax return it will file a generally a 1065 partnership return but there'll be no tax at the partnership level so the assets inside the limited partnership are protected from the limited partners creditors and there's no extra tax associated with the ownership in that partnership now going back to what we started with when we started talking about partnerships the limited partners have no control and no liability the general partner has control and liability we make sure that the general partner is a protective entity so that we keep the client from having any sort of liability what's different with the partnership though is it's very different than a corporation in a corporation the person or entity that owns the most is in full control where is with the limited partnership the limited partners can own ninety-nine point dot-dot-dot of the limited partnership interest the general partner can have a very fractional interest but it's the general partner that's still in control so it gives creditor protection and we're going to talk about how it hooks in with estate taxes and does a great service to the estate planning because it's a way of protecting with teka with tax savings as well as incorporating your family members into the mix and keeping them without control and without liability so how does it work with the estate taxes it's great at least for now it hasn't been changed the way it works is as follows if someone is a limited partner because they have limited liability and because they have limited control what their interest is worth in the limited partnership is not a hundred percent of what we would think the value is so for instance let's say for round numbers the partnership is worth a hundred thousand dollars if I'm a limited partner and I have let's say 90% limited partnership interest then in theory you would say my partnership interest is worth $90,000 but because I can't go and sell the limited partnership interest I really have no control over it the IRS concedes that my partnership interest is not worth the full value therefore I have a reduced or discounted value on my limited partnership interest that also means if someone is gifting a limited partnership interest then the gift that they are making is not the full value of that interest so let's say that partnership is worth a hundred thousand and I own my 90 percent and I want to give 10 percent of that interest to somebody else to a family member generally well in theory that 10 percent of my 90 percent is going to be worth nine thousand but we know that that's not true the IRS is going to allow a discount that discount could be anywhere from you know ten to forty percent depending on what assets are in the partnership so when I give a gift I've now reduced the amount of gift I've given by that discounted value so if you're using gifting strategies to decrease the size of your estate so that one day you won't have to pay estate taxes using the limited partnership is a fabulous way to do it and if it has liquid assets in it your discount is going to be a little less because IRS doesn't see that as much of a discount because you can liquidate t'see if it were real estate it would be a much greater discount if it's a business interest so it has to be evaluated as to what's in the partnership but there's definitely a discount that is available that allows for passing assets to whether it's family members or to others without using much of it gift tax some of this we already went over in terms of how the limited partnership protects the investments but we already talked about how the charging order works and it's similar by the way with an LLC for a charging order but the partnerships the limited partnerships been around for over a hundred years the LLC is you know a few decades old and the limited partnership provides a little bit more flexibility because you've got the general partner that controls and we make that general partner protective entity if the partnership is designed correctly meaning it's done in a good jurisdiction with a lot of privacy which has really good laws maybe it's Delaware on maybe it's Wyoming whichever jurisdiction is you use then you have the benefit of whatever those laws are but what's critical in any limited partnership and in any LLC is the agreement itself what is the limited partnership agreement say does the limited partnership agreement give the most flexibility to the general partner to be able to make distributions or not so if the general partner which again is an LLC controlled by its manager has the flexibility under the agreement not to issue distributions or not to issue them proportionately to the ownership then if there's a creditor we can still make distributions we just don't have to make distributions to that limited partner so that's one of the things we absolutely look for in terms of flexibility now from a tax perspective it doesn't necessarily mean that if a limited partner is not receiving a distribution that they wouldn't have to pay taxes on the amount that they would have received so there could be some phantom income so you have to be careful with that on how you structure it and just know what the ramifications are going into it but having that flexibility built in is great because maybe you could redirect distributions out to other partners who other family members a lot of different ways that we can work with that in addition if you have that personal judgment against you the creditor can't get into the partnership they can't look at the books and records they can't see what's going on with the partnership even with the partnership owns they can't take over they may get a right as an ask an a sign and a signal under partnership depending on what the rules are in your state or in the jurisdiction of the partnership but they wouldn't be able to control the partnership which is very different than when we talk about a corporation in a little bit you'll see where a creditor can just blow right in there and take over the corporation if you had the majority interest and lastly with the limited partnership another thing that you know we can do with the estate plan and people don't realize is a benefit of having your estate plan hooked up with your limited partnership is once you have your children or a trust for the benefit of your children own a limited partnership interest it's a way of getting more money to that trust or to those children through the limited partnership without it being a gift because then the ownership interest might entitle them to a distribution so you can feed more money over there without using any sort of gift exclusions or any potential taxable gift exemption so we like to integrate the limited partnership in with your estate plan so we tie it up with the revocable trust we tie it up with irrevocable trusts depending on what the client meets and we integrate it all in and hopefully use some iscounting so at the end of the day we have interests that pass to other members of the family usually lower generations or into trusts maximizing whatever gifting we can do maximizing whatever discounting we can do to then have the appreciation of those assets grow outside of the clients estate so that whatever that appreciation is it's not going to be tasked when the client dies so we use the limited partnership but it's not always the end of the rainbow sometimes we have to lay extra layers and it'll depend on what types of assets the client has so again with liquid assets we can put those directly in the partnership and the reason we can put those directly in the partnership is that chances are if you have a brokerage account or you have just cash in the bank or just stock investments there's really not going to be any liability associated with that it's highly unlikely that anybody is going to sue or be sued with regard to those investments obviously it's not impossible but it's highly unlikely so there's no issue with having that inside the limited partnership itself we don't usually want to put the partnership in a position where it would be a plaintiff or a defendant to any lawsuit which is why the partnership itself will only hold assets unlikely to cause a liability or and it'll own an interest in another entity and that entity will own another asset that potentially has liabilities so if we structure the partnership correct and we have the general partner with the full discretion to make distributions which can be withheld or redirected in the event of a limited partner having a judgment if we use the general partner LLC instead of the individual as a general partner will already be ten steps ahead of the game if we further take the agreement and restrict the transfer of the interest without consent of the general partner then there's really no way that a limited partner would ever be able to dispose of any interest a creditor wouldn't be able to get in anyway because the general partner would have to consent and of course they won't and if you layer the partnership agreement with other clauses to you know keep it as flexible as possible as long as you're not doing anything that goes against whatever state law you're using you can pretty much write your ticket there is it the best thing you can get inside the United States sure is it absolute no there's absolutely nothing that's going to be absolute against a creditor but you want to put yourself in the best bargaining position that you can be in and that's really the key by the way to ask the protection most people do not ever want to live with a personal judgment hanging over their heads they just want a way to be able to negotiate to get out of the judgment with the least amount of money we talked about how tenants by the entireties can be integrated into anis it into a creditor protection plan well you can do the same thing with a limited partnership so instead of having a limited partnership interest owned by part by husband part by wife you can have the limited partnership interest owned as tenants by the entireties so that way you're double layering on the asset protection and we don't have to worry as much when one dies who has a judgment because it's still a limited partnership interest what it does let you do is it does allow for the survivorship which means that if you have two spouses of owning limited partnership by tenants by the entireties you don't have to probate that limited partnership interest when the first one dies in terms of other assets nice that I was only going to touch upon this briefly other assets that you might layer with your limited partnership the best example is going to be a piece of rental property let's say you own a piece of rental property you wanted protected well generally real estate we're gonna put inside a LLC a limited liability company that limited liability company instead of being owned abiding directly might be owned by the limited partnership why would that work well if something happens inside the property then a creditor the person who let's say it's slip and fall the person who slipped will sue the entity itself they'll sue the LLC but because it's an LLC they can't get at the owner which is the limited partnership and they can't get at the manager which is the client unless there was negligence involved so that creditor because they're their issue is against the LLC itself we'll get at the LLC but they won't be able to get at any of the other assets of the partnership and they won't be able to get at the client personally a creditor of the client would not be able to get at the LLC because they'd have the client wouldn't even own it it would be owned by the limited partnership so you're good there where it comes in and why we don't want the property to be directly in the limited partnership is we would never want that limited partnership to be vulnerable to a slip-and-fall on the property so we would have a limited partnership not as the owner of the property but as the owner of the LLC that owns the property furthermore let's say we decide to liquidate and sell the property or we want to liquidate and sell the property but we have a judgment against us well if you own that LLC interest personally then if you liquidated the partnership you wouldn't be able to take the money out but instead if the partnership if you looked at the LLC if you look instead if the partnership owned the LLC you can liquidate the LLC and it goes right up into the partnership where it sits safely until you've negotiated out your judgment the other thing we can do and I'll touch upon it briefly is another great way of dealing with investments from a creditor protection standpoint is to integrate an international plan and there's a couple of ways to do that international gets a very bad rap because the things we hear on the news are about people who do things foolishly non-compliant lis they don't pay their taxes they don't declare that's not the way to do it the way to do it is to make sure that the IRS is fully notified as to anything that you're doing you get tax ID numbers for any entity that you set up whether it's domestic or international and you file all necessary returns and disclosures as long as you're doing that then there's no reason that an international trust or an international LLC cannot be integrated into your planning the way the international trust would work with the limited partnership or just with investments is the trust can either own the limited partnership interest or the trust can be the direct owner of investments if you have an international trust and you're the beneficiary and it's structured properly where you have no control then those investments will be as safe as you can get again nothing is a hundred percent buts as safe as you can get because they're held if they're especially if they're held outside of the United States because any creditor who's going to pursue you is going to be limited by whatever jurisdictions law you're using whether it's Nevis or Belize or Cook Islands or any of the other decent jurisdictions that are out there the statute of limitations for suing you is much less there's potentially bond that a creditor has to put up they have to hire counsel outside of the US it's very expensive for them to litigate there's so many barriers for them to litigate out the issue and take it to the international jurisdiction that the trust will generally be able to be used as leverage to be able to settle that debt or the trust is just going to protect you and that debt won't be settled so it can be integrated with the limited partnership or it could just be a entity in and of itself where you and your family can hold investment assets and protect them from creditors it's not necessarily depending on how you set it up it's not necessarily an estate planning tool and probably not if it's set up the way we usually set it up it's usually a tax neutral it's not usually a completed gift from an estate or gift tax perspective so there's a lot of different tax issues with that the bottom line is as long as you're completely compliant with all jurisdictions and with the IRS and then you have some very good protection with that I have a let me see if this question is somebody wants to know can I explain with the charging orders against one LLC which is owned personally a charge of one against another owned by nothing okay I'm gonna answer this question offline because it's it's going to take me a minute or two to process the question to be able to answer and I don't want to delay things on the webinar so whoever asked that question I'm going to ask I'm going to answer that question after we're done we can do things disproportionately with limited partnership it's passed through to the individual owners when you have a corporation it's a little bit different depending on what type of corporation you have if it's an S corp it is passed through if the C Corp you're going to have taxes based on the individual recipients level when they receive a dividend as well as on the corporate level so the limited partnership does have an advantage with regard to it being a pass-through the distributions to limited partners are generally not subject to self-employment tax when you have a operating company that is attached to the limited partnership certainly you've never operate a company within the limited partnership but when it's a subsidiary then it's certainly critical to speak to your CPA to make sure that you know you're maximizing the best tax benefits even if the company is owned by the limited partnership sometimes we use another S corp to be a management company so that you can pass certain income into that S corp but in general we can have a company that is owned by an LLC or a C Corp that's owned by a limited partnership the limited partnership is unable to own any entity that is an escort so that is a limitation that we have it can own a single member district our dat entity an LLC it can own a multi-member LLC and it can own C Corp it cannot own an LLC that is elected to be treated as an S corp for tax purposes so there are ways to lend there but you have to be careful what the what the company is taxed before you can hook it up to the limited partnership so where does the C Corp fit into all this well C Corp shares should be owned by protective entity if you own a c-corp yourself as an individual then if I'm your creditor I can come in and seize your if I have a judgment against you I can seize those C Corp shares and take over if you're a minority interest well then you lose your C Corp shares which is unfortunate but it's not necessarily the worst thing but suppose it's your operating business and it's a C Corp or even an S Corp it's really the same thing if I'm a creditor I can seize either your C Corp or your S Corp shares and take over your company and control it control distributions and control everything with it with the C Corp II of the flexibility of being having an at C core being able to be owned by a limited partnership whereas as I said that S Corp cannot you can also integrate irrevocable trusts and any other entities and as we talked about international trusts into certain corporate ownership but not with the S Corp and sorry I'm kind of going fast now because we're running out of time um you can title if you need to do some protection on the S corp again we can't use the limited partnership but we might be able to use a single member district our dat entity generally an LLC and that would give you some protection we can set that up in a really good jurisdiction and furthermore as we discussed earlier you can integrate the spousal ownership as tenants by the entireties with your CNS Corp shares to give it a little bit extra protection on the international strategies we talked about most of this already but you can structure your assets so that you have assets held internationally inside whether it's a trust or an LLC and you can either hook that up to any domestic planning that you do so you can hook it up with your limited partnership there are pitfalls to that because you have to be very careful to honor whatever structure you create if you have one entity owned another entity you never want to take it personal distribution from that entity so for instance if I have a an international trust and that international trust owns my limited partnership interest then I can never take an individual distribution from the limited partnership it must go through the trust so if you're honoring your structure the creditors should be able to honor it as well as well as the judge if you're not honoring your structure you can't expect anybody else to honor them as well so you can protect things internationally you can protect the investments domestically you can integrate them together so that one can fund into the other and again I'll repeat it because you can't repeat this too many times as long as you're filing every required tax return and every disclosure whether it's in the US or outside the US for whatever jurisdiction you're doing you can never ever use the International structure or the domestic structure to evade taxes you have to pay whatever is necessary on sometimes we can set these things up where they're tax neutral so it shouldn't really cost you any more taxes and it probably won't save you any but if you don't file what you're supposed to file then that's going to cost you because the penalties are quite high we had a question earlier is a little bit off-topic but somebody was asking about in Florida whether or not on a homestead and I arrays are are protected the answer is yes they are protected Florida exempts the IRS as long as it's qualified Klan and for homestead on there are some a little bit of caveats to the rule with homestead but in general homestead is protected in Florida there is however a limitation in bankruptcy you'll have to have lived in your homestead and owned it as your homestead for 40 months prior to declaring bankruptcy for it to be fully protected otherwise there is a limitation on the equity that's protected but outside of bankruptcy if it is your homestead then it would be protected against most creditors it's not protected against any secured creditor like your mortgage company your homeowners association property tax collector anyone who's done work on your property for which you haven't paid them for and probably not the IRS I want to thank everybody for your patience today um the one person who I did not answer your question I'm going to email you an answer to that question if you have any questions on today's webinar or if you have any topics that you'd like to have a webinar on we're always open to suggestions anything related to asset protection or estate planning if you wouldn't mind just emailing us and letting us know and we'll see if we can put together a webinar on it next month's webinars on estate planning digital assets and estate planning and it is on I believe in November 21st noon Eastern Time thank you very much for joining us and have a great rest of the day