Entity Formation and Joint Ventures

Choosing the Right Entity for California Real Estate Projects

Selecting between limited liability companies, partnerships, and corporations involves more than filing paperwork. It’s a strategic decision that affects liability exposure, taxation, and management authority.

Our attorneys guide clients through this process by drafting and filing formation documents, operating agreements, and bylaws that comply with California law and align with financing and ownership goals. We tailor governance structures to reflect how our clients actually intend to manage their assets, ensuring the resulting entity is both compliant and functional.

Structuring Joint Ventures in Commercial Real Estate

Joint ventures often combine the capital of one investor with the experience or development capabilities of another. We draft and negotiate joint venture agreements that define capital contributions, profit waterfalls, management authority, and exit rights with precision.

Our goal is to minimize risk and prevent disputes by making expectations clear from the outset. Each agreement is designed to provide transparency, establish decision-making procedures, and preserve flexibility as projects evolve from acquisition through stabilization.

Tax and Financing Considerations

Sound entity formation and joint venture planning must account for both tax treatment and financing strategy. We work closely with tax advisors and lenders to structure agreements that comply with partnership tax rules, accommodate 1031 exchanges, and satisfy lender covenants.

This integrated approach ensures that our clients’ projects are positioned for profitability while maintaining compliance with financing and investment requirements. The result is a structure that supports immediate deal flow and long-term operational success.

Protecting Investors and Managing Risk

We balance the rights of investors with the authority needed for effective management. For minority investors, we incorporate consent rights, reporting requirements, and exit mechanics that safeguard capital. For managing members and general partners, we establish clear operational authority and decision-making flexibility.

By aligning incentives and defining governance procedures, we create structures that foster trust and efficiency allowing investors and developers to focus on executing their projects rather than resolving internal disputes.

Experience You Can Trust

The Entity Formation and Joint Venture Process

Every engagement begins with selecting the right type of entity. This could be an LLC, limited partnership, or corporation based on liability protection, management flexibility, and tax efficiency. Once formed, we prepare the governing documents that establish capital contributions, voting rights, and dispute resolution mechanisms.

For joint ventures, we draft detailed agreements that align expectations across all participants, addressing development milestones, profit distribution, and exit strategies to ensure transparency and stability throughout the project’s lifecycle.

Legal expertise in California joint ventures and entity formation

Our attorneys have extensive experience preparing operating agreements, partnership agreements, bylaws, and shareholder agreements for commercial real estate ventures across California. We are well-versed in the Corporations Code, partnership law, and the complex interplay between state regulations and financing standards.

Whether representing institutional investors or entrepreneurial developers, we create documents that reflect sophisticated market practices while remaining practical and enforceable under California law.

Guiding clients through the process

We support clients from the initial planning stage through the final execution of all governing documents. Our attorneys coordinate with lenders, investors, and tax advisors to ensure each agreement functions smoothly in practice.

We negotiate key provisions such as capital calls, buy-sell rights, and default remedies to minimize disputes and maintain project stability. For long-term ventures, we also address succession and exit planning, giving clients the flexibility to adapt to future ownership or market changes.

How this works in practice

For developers, we structure entities that provide flexibility for future acquisitions, financing, and dispositions. For investors, we secure governance rights, reporting access, and exit options that protect their capital while keeping the project moving efficiently.

Our process includes:

• Entity selection and formation – filing with the California Secretary of State and preparing governing documents that define structure and authority.
• Joint venture agreements – allocating capital, profits, and management control with clarity and fairness.
• Investor protections – establishing consent rights, reporting obligations, and buy-sell mechanisms that ensure accountability.
• Tax and financing integration – coordinating with advisors to align agreements with partnership tax rules and lender covenants.



Because we serve as both commercial real estate counsel and corporate advisors, our structures are built to withstand scrutiny, perform in operation, and evolve alongside the project’s growth.

Serving clients across Southern California

Based in Costa Mesa, Buckner, Robinson & Mirkovich represents developers, investors, and business owners across Orange County, Los Angeles, and throughout California. Our attorneys combine real estate and corporate experience to deliver business structures that protect investments, clarify relationships, and position projects for long-term success.

Common Questions