Building your GP team

Rain finds the holes in a building. A bad Friday finds the holes in a GP team.

The roof is leaking. The contractor needs authorization. The property manager is waiting. The lender wants to know whether reserves are affected. Four partners are on the email, which is apparently how modern business announces that nobody owns the answer.

A general-partner team is the control system on the sponsor side of a deal. It identifies who performs the work, who may commit the company, who verifies the money, and who takes the call when the plan misses. The team is not the row of headshots in the deck. The building never calls a headshot.

Three lists, not one org chart

One person can perform several jobs. Every recurring job still needs an accountable owner, written authority, a backup, and evidence that the person has done something more demanding than describe the work over lunch.

Keep these three lists separate:

• Ownership: who owns the GP entity and participates in its economics.
• Responsibility: who prepares, monitors, or executes the work.
• Authority: who may approve, sign, move cash, hire, fire, borrow, or change the plan.

Those lists rarely match perfectly. A construction lead may verify every bid but lack authority to approve one. A key principal may support the loan and never attend a weekly property call. A managing GP may hold final authority without preparing the underlying analysis.

A title is what fits beneath the headshot. Authority is what moves cash before the water reaches the next floor.

Put a name beside every recurring fight

Use actual names in the working version. Titles become slippery the moment a deadline arrives.

Function	Accountable owner	Required output	Escalation or backup
Deal and governance	Managing GP	Decision log, partner approvals, signed contracts	Named successor or voting process
Underwriting and finance	Finance lead	Source model, cash forecast, covenant and reserve report	Managing GP plus outside CPA
Asset management	Asset manager	Weekly property report, budget variance, manager action list	Managing GP
Construction	Construction lead	Scope, bid tab, schedule, draw package, change-order log	Asset manager and owner’s representative
Debt	Debt lead	Lender package, compliance calendar, consent requests	Managing GP and counsel
Investor communication	Investor-relations lead	Approved updates, inquiry log, distribution notices	Managing GP and securities counsel
Cash control	Controller or finance lead	Bank reconciliation, payment support, two-person approval	Managing GP and bookkeeper

“Accountable” means one person owns the result. Counsel advises. Contractors propose. Property managers report. The GP still has to make and document the decision.

If everyone owns asset management, nobody owns Tuesday’s delinquency report.

When demolition uncovers $86,000

Take a 56-unit renovation with a $900,000 capital budget. The written authority schedule says the construction lead may approve budgeted invoices up to $10,000. The asset manager may approve budgeted items up to $25,000. Anything larger or outside scope goes to the managing GP. Any payment above $25,000 also requires the finance lead to check cash and lender-reserve eligibility.

Demolition exposes failed supply lines. The contractor submits an $86,000 change order and says waiting will cost a week.

Now the org chart either works or becomes expensive stationery:

1. The construction lead verifies quantities, seeks a second price where time permits, and records the schedule effect.
2. The asset manager decides whether the repair is required, which other scope could be deferred, and how rent-ready dates move.
3. The finance lead updates the capital forecast, unrestricted cash, contingency, and lender-draw eligibility.
4. The debt lead checks for lender consent or a revised repair schedule.
5. The managing GP approves, rejects, or changes scope in a written decision entry.
6. The investor-relations lead carries the approved facts into the next update if the change is material.

Nobody has to enjoy the invoice. Governance is not pain medication. It stops one ugly pipe from becoming an unauthorized payment, a depleted reserve, and five stories told to five different people.

The paper that survives the handshake

Good partners may trust one another. Good partners also write down what happens when trust is tired, one person is unreachable, and the bank portal is open.

Build four files:

• Governing paper: formation documents, operating or partnership agreements, ownership ledger, voting thresholds, manager authority, removal rules, deadlock process, transfer limits, capital duties, indemnification, conflicts, and dissolution terms.
• Operating paper: responsibility matrix, signing-authority schedule, approval limits, bank-access list, two-person payment rule, conflicts register, annual budget, reporting calendar, lender covenant calendar, emergency protocol, and succession plan.
• Evidence file: role-specific resumes, property lists showing the actual work performed, references, sample redacted reports, and verification through closing statements, loan documents, or management agreements.
• Deal paper: loan guaranties and borrower resolutions, property-management agreement, construction contracts, insurance policies, offering and subscription documents when investors are involved, tax and bookkeeping engagements, and written compensation terms.

State law and nonwaivable duties vary. Qualified counsel should draft the governing documents for the actual entities and jurisdiction. The operating agreement is where the friendly handshake learns what happens after a deadlock.

Do not accept “participated in $200 million” as proof of a role. Ask what the person personally decided, signed, delivered, and repaired after it went wrong. Volume is not a verb.

The lender draws its own map

Your private labels do not bind the lender. Fannie Mae’s multifamily guidance, for example, calls for identifying and underwriting borrowers, guarantors, principals, and key principals, along with updates to financial and organizational documents in the cited process. Read the Fannie Mae Multifamily Guide and compare its categories with the jobs your team claims.

That comparison matters because a person can be crucial to loan approval without operating the property, and an operator can carry the weekly workload without satisfying the lender’s key-principal requirements. Same deal. Different exposure.

The lender will ask who stands behind the loan. The leaking roof will ask who answers the phone. Build for both questions.

Vague roles produce very specific bills

These answers deserve another round of diligence:

If someone says…	Ask for…
”We all handle asset management.”	One accountable owner, weekly deliverables, authority limits, and a backup
”She brings the balance sheet.”	Guaranty exposure, liquidity obligation, consent rights, and post-close duties
”He has raised a lot of money.”	Actual issuer role, communication rules, compensation, records, and counsel review
”We trust each other.”	Bank controls, conflict procedures, approval thresholds, and removal rights
”We will vote if something happens.”	Voting matters, threshold, deadline, tie-breaker, and emergency authority

Capital raising needs a hard boundary. The SEC identifies solicitation, negotiation, execution, and transaction-related compensation among the factors relevant to broker status, and a private placement does not erase broker-dealer requirements. Do not invent a percentage-of-equity payment for introductions. Securities counsel should review the person’s activities and compensation before fundraising begins. The SEC broker-dealer registration guide is a starting point, not a substitute for advice on your facts.

Make fun of the person who thought calling it “networking” settled the law. Do not make fun of the law.

Run the bad-Friday drill

Before granting ownership, tie the economics to written duties, time, risk, deliverables, and what happens if performance stops. Do not let a critical function have two accountable owners or no backup. Nobody should approve a personal reimbursement, invoice, or related-party contract without an independent check. Match authority with competence and exposure, especially for anyone signing a guaranty.

Then put five events on the table: a missed covenant, a $100,000 overrun, a failed property manager, suspected wire fraud, and a partner who disappears. For each event, name:

• the first caller;
• the decision maker and backup;
• the cash or signing limit;
• the document that governs; and
• the owner of any investor communication.

Any blank is not a future conversation. It is unassigned work waiting for worse weather.

Resolve removal, incapacity, deadlock, bad acts, and departure before the first closing. If counsel, the lender, and the operating agreement describe a person’s role differently, reconcile the documents before money moves.

This is education, not legal, securities, or tax advice. Entity duties, offering rules, licensing, and lender requirements depend on the facts and governing law.