CHAPTER 12 Accounting for Partnerships and Limited Liability Companies
CP 12-3
When developing an LLC (or partnership), the operating (or partnership)
agreement is a critical part of establishing a business. Each party must consider
the various incentives of each individual in the LLC. For example, in this case,
one party, Lindsey Wilson, is providing all of the funding, while the other two
parties are providing expertise and talent. This type of arrangement can create
some natural conflicts because the interests of an investor might not be
the same as those operating the LLC. Specifically, you would want to advise
A second issue is the division of partnership income. The suggested agreement
is for all the partners to share the remaining income, after the 10% preferred return,
equally. Wilson should be counseled to consider all aspects of the LLC contribution
to determine whether this division is equitable. There are many considerations,
including the amount of investment, risk of the venture, degree of expertise of
noninvesting partners, and degree of exclusivity of noninvesting members’ effort
contribution (unique skills or business connections, for example). Often, the simple
assumption of equal division is not appropriate.
CP 12-4
A good solution to this problem would be to divide income into three steps:
1. Provide interest on each partner’s capital balance.
2. Provide a monthly salary for each partner.
3. Divide the remainder according to a partnership formula.
With this approach, the return on capital and effort will be calculated
separately in the income division formula before applying the percentage
formula. Thus, Willard will receive a large interest distribution based on the