USA Structure for Investment Fund

Feb 6, 2023
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United States
There are no Limited partnerships in Thailand. Everything is viewed as a corp entity...even an LLC taxed as a c-corp. Anyway. Let's say T1 (company) is set up in Thailand and then sets up another business called T2. T2 raises $300,000 to inject in to B1 (which is just another business with no association to T1 and T2) for 3% revenue shares. B1 does $6,000,000 in revenue and pays T2 $180,000 as per the revenue share agreement contract. T1 then has a deal with T2 to pay them 30% of the revenues shares that is received from B1 as a consultancy fee, because they are advising T2 how to do business. Therefore, the investors in T2 receive the other 70% of rev share at the end of year (dividend) that T2 has collected from B1.

This literally is structured as a GP and LP fund just like in PE but is different due to the lack of company registration options in Thailand. The T1 company is the GP and the T2 company is the fund with LP's and B1 is the investment that T2 makes, but instead of equity it is revenue sharing.

Therefore, in this example is there a way to inject the $300k in B1 that does not have to accrue any interest or make payments on the "loan" as the $300k cannot be classified as an injection of capital because there is no equity involved?

Would be really thankful for some advice.

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