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Exiting Commercial Real Estate Joint Ventures

business partners shaking hands

Exiting a commercial real estate joint venture can be a complex process that requires careful planning and execution. Exiting a joint venture requires a thorough understanding of the partnership agreement, the current market conditions, and the potential tax implications.

What is a commercial real estate joint venture? A commercial real estate joint venture is a business arrangement where two or more parties agree to pool their resources to accomplish a specific task. This task can be a single project or a continuing business relationship. The joint venture could be a business partnership, a limited liability company, or a corporation.

The first step in exiting a joint venture is to review the requisite agreement. This document should outline the terms and conditions of the partnership, including the process for exiting the venture. It should detail how the assets and liabilities of the venture will be divided, and how any disputes will be resolved. If the agreement does not provide clear guidance, it may be necessary to negotiate the terms of the exit with the other partners.

The timing of the exit is also critical. Ideally, the exit should occur at a time when the real estate market is strong, and the property can be sold at a profit. However, market conditions can be unpredictable, and it may not always be possible to wait for the perfect moment. Sometimes, it may be necessary to accept a lower price for the property, or to find other ways to extract value from the venture.

The tax implications of exiting a joint venture can be significant. Depending on the structure of the venture, the partners may be liable for certain capital gains tax on any profits from the sale of the property. There may also be tax implications related to the distribution of assets and liabilities. It is crucial to consult with an accountant or tax professional to understand the potential tax consequences.

In some cases, it may be possible to exit a joint venture without selling the property. For example, one partner may buy out the other partners' interests, or the partners may agree to divide the property between them. This can be a complex process, requiring careful valuation of the property and negotiation of the terms of the buyout or division.

Exiting a commercial real estate joint venture is a complex process that requires careful planning and execution. It is important to understand the terms of the partnership agreement since the agreement typically incorporates multiple ways to facilitate a buyout. Further it is vital to understand and consider the tax implications.

KI Legal’s Transactional attorneys are well versed in these matters and are prepared to help guide you through the process. For more information on commercial real estate ventures, or for help with your particular real estate venture at hand, contact us at (212) 404-8644 or email to discuss.

This information is the most up to date news available as of the date posted. Please be advised that any information posted on the KI Legal Blog or Social Channels is being supplied for informational purposes only and is subject to change at any time. For more information, and clarity surrounding your individual organization or current situation, contact a member of the KI Legal team. 


KI Legal focuses on guiding companies and businesses throughout the entire legal spectrum. KI Legal’s services generally fall under three broad-based practice group areas: Transactions, Litigation and General Counsel. Its extensive client base is primarily made up of real estate developers, managers, owners and operators, lending institutions, restaurant and hospitality groups, construction companies, investment funds, and asset management firms. KI Legal’s unwavering reputation for diligent and thoughtful representation has been established and sustained by its strong team of reputable attorneys and staff. For the latest updates, follow KI Legal on LinkedIn, Facebook, and Instagram. For more information, visit  

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