Starting up an LLC with two other guys. I was given an operating agreement to look over and eventually sign. I saw a "this is not a partnership" portion of the agreement, and it raised my suspiscion

I am planning to start a business in partnershiip with a friend. However business is business so I would to draw up a partnership agreement in order to avoid disputes down he road. What are the assential elements of a partnership agreement. Do I need a specialized atty to draw up the document. Any more tips out there that I need to be aware of?

I am contemplating entering into a partnership with my brother mainly to invest in securities and/or make loans to other businesses. Basically, we anticipate the income to be mainly from buying/selling securities and from interest income from the loans. How is gain or loss computed? Say the partnership sells securities at a gain, does the partnership recognize gain or do my brother and I recognize the gain and report it on our 1040? What about interest income? Does the partnership recognize ordinary income gain and if some of the money is distributed to my brother or I, will we recognize gain as ordinary or capital gain?

Schedule K-1. A musician Partner receives payment for services as a musician. Using Turbo tax this amount is input on line 14 as a Guaranteed Payment. This amount is also included in the Partnership income and this is part of the amount on the line 19 as part the partnership Distribution. This appears to tax the partner twice for the same income as he must report both the Guaranteed Income and Distribution.