Family Limited Partnership (FLP)
A legal entity that holds family investment assets, lets you retain complete management control, and enables transfers of economic ownership to heirs at discounted values — making each dollar of lifetime exemption cover significantly more wealth than a direct gift would.
Every asset you give directly to a family member is valued at its full fair market value for gift tax purposes. Giving a $10 million investment portfolio to your children uses $10 million of your $15 million lifetime exemption. You have spent the bulk of your most powerful estate planning tool in a single transfer.
An FLP changes the mathematics. Instead of giving assets directly, you place them into a limited partnership and give interests in the partnership. Because those minority interests lack management control and cannot easily be sold to an outside buyer, a qualified appraiser can support a 20–35% valuation discount. A $10 million portfolio inside an FLP can be transferred using only $6.5 to $8 million of lifetime exemption — leaving more exemption available for other transfers.
And critically, you retain complete management control through the general partner role. You have given away the economic ownership. You have not given away the ability to decide how the assets are invested, when distributions are made, or how the partnership is run. That control stays with you.
A limited partnership has two types of partners. General partners hold management authority — all investment decisions, all distribution decisions, all operating decisions. Typically a small percentage of the economic interest (1–2%) but 100% of the control. The parents hold the general partner interests, usually through a separate LLC that protects against personal liability for partnership actions.
Limited partners hold economic interests — they receive income and appreciation proportional to their ownership, but they have no management rights. They cannot tell the general partner to make a distribution, cannot force a liquidation, and cannot sell their interests to an outside buyer without consent under the partnership agreement. These restrictions — lack of control and lack of marketability — are precisely what justifies the valuation discount.
The transfer strategy: parents form the FLP, contribute investment assets, retain both general and limited partner interests initially, and then systematically gift or sell limited partner interests to children, grandchildren, or irrevocable trusts over time — at discounted values, using annual exclusions and lifetime exemption efficiently.
The IRS has successfully attacked FLPs formed for tax reduction alone. Courts have pulled assets back into estates when the FLP was a legal shell with no genuine economic purpose — no investment management discipline, no asset protection function, no family coordination rationale.
For an FLP to withstand IRS scrutiny, it must have real non-tax reasons for existing. Legitimate purposes that courts have accepted include: centralized professional management of family investment assets (one disciplined portfolio instead of assets scattered in individual accounts), protection of assets from the individual creditors of adult children, maintaining investment discipline across the family (preventing impulsive dissipation of inherited wealth), and facilitating structured succession planning for a family investment or business portfolio.
These purposes must be documented in writing before the FLP is formed — in the partnership agreement, the partnership minutes, and the records of the initial meeting. They cannot be invented after the fact if the IRS inquires. We work with you and your attorney to identify, articulate, and document genuine business purposes before the FLP is established.
The partnership must also be operated like a real business: separate bank account, investment decisions documented in writing, distributions made proportionally to all partners, no commingling of personal and partnership assets, and annual meetings with documented minutes. The partners who receive limited interests must be treated as partners — receiving their K-1s and reporting their income — not as passive recipients of a tax strategy.
- Valuation discounts stretch the lifetime exemption — $15 million of exemption covers $20 to $23 million of economic value when interests are transferred at a 25–35% discount.
- Annual exclusion gifts of FLP interests remove additional economic value each year — no gift tax, no exemption, and at the discounted value, each $19,000 exclusion covers $25,000 to $29,000 of economic value.
- General partner retains complete control — parents continue managing all investments, making distribution decisions, and running the entity even after gifting most of the economic interest to children.
- Asset protection — limited partner interests are difficult for the partners' creditors to reach in most states. A creditor of a child who holds FLP interests can typically only obtain a charging order — the right to intercept distributions if made — not the ability to reach the FLP's assets directly.
- All future appreciation on FLP assets grows for the new owners — once interests are gifted, appreciation on those interests belongs to the recipients, reducing the original owners' taxable estate automatically over time.
- Legitimate non-tax business purpose is required and must be documented before formation — the IRS has successfully challenged FLPs formed solely for estate tax reduction with no genuine economic rationale.
- Annual Form 1065 partnership return required with K-1s for every partner — even if the FLP has minimal income in a given year, the return must be filed by March 15 (extension to September 15).
- Qualified independent appraiser required for every year FLP interests are gifted — the discount cannot be estimated internally or based on a prior year's report. A current-year appraisal by a credentialed independent appraiser is required.
- Partnership formalities must be maintained rigorously every year — separate accounts, documented investment decisions, proportional distributions, annual meetings with minutes. Failure to observe formalities is the most common basis for IRS challenges.
- Section 2036 risk — if the IRS can demonstrate that you retained de facto control over the assets after the transfer (e.g., continued using partnership funds for personal expenses), it will argue the assets should be included in your estate despite the partnership structure.
Identify and document legitimate business purposes
Before any legal documents are drafted, we identify the genuine non-tax reasons for the FLP: centralized investment management, asset protection for the children's interests, maintaining family investment discipline, facilitating succession planning. We document these purposes in a formal written memorandum that will be included in the partnership's initial records. This documentation is the foundation of the FLP's defensibility.
Shurek in consultation with you and the estate attorney — documented before formationEstate attorney drafts the partnership agreement and related documents
The limited partnership agreement governs everything about the FLP: the partners' rights, the general partner's authority, distribution policy, transfer restrictions on limited partner interests (which are what support the marketability discount), dissolution provisions, and the mechanism for admitting new partners as interests are gifted. The agreement must be a real, enforceable legal document — not a form. We review the draft for tax consistency and the provisions that support the valuation discount.
Estate attorney drafts — Shurek reviews for tax structure and discount supportContribute assets to the FLP
Investment accounts are retitled in the name of the FLP. Real estate interests require deed transfers recorded in the relevant county. Operating partnership interests require assignment documentation. The FLP opens its own bank account and investment accounts — separate from personal accounts. The initial capital accounts are established based on each partner's contribution. We coordinate the mechanics of the transfer with your financial advisors and the attorney for any real property.
Shurek coordinates with financial advisors and attorney — you execute the transfer documentsObtain an independent qualified appraisal
A qualified independent business appraiser must value the FLP interests and determine the appropriate combined discount for lack of control and lack of marketability. The appraisal must meet IRS qualified appraisal standards: conducted by a credentialed appraiser, using accepted valuation methodologies, and prepared contemporaneously with the planned gifts. We identify and coordinate with appropriate appraisers and review the final appraisal for IRS compliance before it is attached to the gift tax return.
Independent appraiser — Shurek coordinates and reviews for IRS complianceBegin systematic gifting of limited partner interests
Using the annual exclusion (and lifetime exemption for larger transfers), limited partner interests are gifted to children, grandchildren, or irrevocable trusts. Each gift is at the appraised discounted value. Form 709 documents each year's transfers with the appraisal attached. We manage the annual gifting calendar to ensure all transfers are completed before December 31.
Shurek coordinates gifting and prepares Form 709 — you execute the transfersAnnual partnership administration
The FLP must be operated as a real partnership every year: annual meeting with documented minutes, investment decisions recorded, distributions made proportionally to all partners (not selectively), and the annual Form 1065 filed with K-1s for every partner. We prepare the annual partnership return and advise on investment management and distribution decisions. The quality of ongoing administration directly affects the FLP's defensibility in an IRS examination.
Shurek prepares Form 1065 and K-1s — you conduct annual meeting and document partnership decisions| Form | Name | When Due | What It Does and Why It Matters |
|---|---|---|---|
| 1040 | Individual Income Tax Return | April 15 annually (extension to October 15) | Your share of FLP income flows from the partnership K-1 to your personal Form 1040 — interest, dividends, capital gains, and any other income generated by the FLP's assets appear on your return in proportion to your partnership interest. As you gift limited partner interests to children, their proportional share of FLP income flows to their returns instead — a gradual income shifting benefit in addition to the estate tax benefit. The general partner's income (typically a very small share) continues on your 1040 indefinitely. |
| 1065 | U.S. Return of Partnership Income | March 15 annually (extension to September 15) | The FLP's annual tax return — required every year the partnership exists, even if minimal income is generated. Reports all partnership income, deductions, credits, and allocations. Each partner's allocable share is calculated here and reported on their individual Schedule K-1. Late filing carries a $235 per-partner-per-month penalty — a meaningful cost for a partnership with multiple partners. We prepare this return every year as part of our ongoing compliance work for FLP clients. |
| Schedule K-1 | Partner's Share of Income, Deductions, Credits | Issued to each partner by March 15 (or extended deadline) | Every partner — including each child and grandchild who has received FLP interests as gifts — receives a K-1 reporting their allocable share of partnership income. They report this on their personal returns. Properly issued K-1s document each partner's economic interest in the FLP, which is important for both tax compliance and for demonstrating the FLP's legitimacy as a real partnership with real partners who receive real economic benefits. |
| 709 | United States Gift Tax Return | April 15 of the following year (extension to October 15) | Required every year FLP interests are gifted. Documents the transfer, the discounted value of the gifted interests, the annual exclusion utilized, and any lifetime exemption consumed. The qualified appraisal supporting the discount is attached to this return. Adequate disclosure — a complete description of the transferred interests, the valuation method, and the discount rationale — starts the 3-year statute of limitations on IRS challenge of the transfer's value. Without adequate disclosure, the IRS can challenge the valuation indefinitely. |
Business purpose documentation and economic design. Annual Form 1065 partnership return and all partner K-1s. Annual Form 709 gift tax returns for interest transfers with appraisal attachment. Distribution planning advice. Cumulative gift tracking and remaining exemption monitoring. Coordination with the appraiser on valuation standards.
Drafts the limited partnership agreement with the specific provisions that support the valuation discount — particularly the transfer restriction language. Forms the partnership entity with the state. Handles deed transfers for any real property contributed to the FLP. Advises on general partner structure (often a separate LLC to provide liability protection for the general partner role).
Values the FLP's underlying assets and the limited partner interests each year that gifts are made. Applies recognized valuation methodologies to support the combined discount for lack of control and lack of marketability. Prepares a written appraisal meeting IRS qualified appraisal standards that can be attached to the Form 709 and withstand examination.
Conduct the annual partnership meeting and document the decisions. Operate the FLP as a real partnership: use the partnership's bank account for partnership expenses, keep assets separate from personal accounts, make distributions proportionally if you make them at all. Contact us before any transaction involving FLP assets — a sale, refinancing, or change in the portfolio — so we can ensure it is handled within the partnership structure correctly.
An FLP must be operated as a real partnership every year — not just at formation. The annual compliance calendar documents that the FLP is a genuine business entity with real partners, real decisions, and real operations.
Annual Partnership Meeting
General partner convenes the annual partnership meeting. Investment performance for the prior year is reviewed. Distribution policy for the current year is discussed and documented. Any proposed changes to investment strategy are approved and recorded in meeting minutes. This is a real meeting with real documentation — not a formality. It demonstrates the FLP is a genuine operating entity.
Form 1065 Due — K-1s to All Partners
The partnership's annual tax return is due March 15 (extension available to September 15). K-1s must be issued to every partner — including children and grandchildren who have received limited partner interests as gifts. Partners need K-1s to complete their own returns. We begin preparation in January to meet this earlier-than-individual-return deadline. Late filing: $235 per partner per month.
Appraisal Initiated for Annual Exclusion Gifts
If limited partner interests will be gifted in the current year, the independent appraisal engagement is initiated in September. This gives the appraiser adequate time to conduct the valuation and prepare a written report meeting IRS standards before the December gift deadline. We coordinate this engagement and review the final appraisal.
Annual Distribution Decision
General partner decides whether to make a distribution to all partners for the year and in what amount. Distributions must be made proportionally to all partners based on ownership percentage — preferential distributions are not permitted and would undermine the valuation discount. We advise on the tax implications of distributions vs. retaining income inside the partnership.
Annual Exclusion Gifts of FLP Interests Executed
Limited partner interest transfers to children, grandchildren, and trusts are documented and recorded in the partnership books. Gift instruments are signed. The appraisal is attached to the upcoming Form 709. All transfers must be completed by December 31 to use the current year's annual exclusion.
Form 709 Filed with FLP Appraisal Attached
Gift tax return for the prior year's FLP interest gifts. The qualified appraisal is attached as an exhibit. Adequate disclosure documentation confirms the nature of the transferred interests and the valuation methodology. We file this return with complete documentation — protecting the valuation discount from indefinite IRS challenge.