b'Chapter 18How to Structure Entities For a JV, Syndicate, or FundThis chapter describes some of the more common corporate structures used to acquire and own real estate with investors. This chapter takes a look atjointventures,syndicates,multi-propertyofferings,blindpoolfunds, developmentprojectsandresidentialassistedlivingfacilities.1031 exchange options are covered in the following chapter.Joint Venture The entity of choice for a joint venture is a member-managed limited liability company. A limited liability company is formed by filing a form with the secretary of state called a certificate of formation or articles of organization. On formation, you have the option of selecting whether the limited liability company will be managed by its members or managed by a manager.Inamember-managedlimitedliabilitycompany,everymemberis considered by law to be a managing member, each of whom has the right to open and close bank accounts and contractually bind the company. For the SEC and state securities regulators to consider your entity a joint venture (versus selling passive interests, which triggers compliance with securities laws),allmembersmustbeactivelyinvolvedingeneratingtheirown profits.161'