General Partnership, LLC, etc.

Peter and Andrew are brothers. Since childhood, they have wanted to  convert a barn on their grandfather’s farm into a hunting and fishing  lodge that would provide modest but comfortable accommodations for  sportspersons using nearby recreational lands. Andrew has suggested that  they bring his friend, Paul, into the business, as well. While Peter  and Andrew would develop the property, Paul has experience in the  hospitality industry and could manage the day-to-day operations. Peter  and Andrew would also want to make the lodge available to local church  groups for worship retreats. They haven’t yet discussed this with Paul,  because they know he is not comfortable with most churches and their  positions on social issues. The men are now discussing how to form the  new business, and have narrowed their choices to a general partnership  or a limited liability company (LLC). What would you advise, and why?  Consider and discuss issues such as:

• What personal liability will the owners have for the obligations of the business (contracts, debts, lawsuit judgments, etc.)
• Should Paul be included as a co-owner, or in some other role? On what do you base that decision?
• How would contributions to the new business be valued?
• How would profits and losses be distributed?