The full answer would be a bit complicated, but in essence, for real estate development, I recommend a two tier structure with both an LP for the capital gain rollover investors and an LLC for other accredited investors. Both require securities expedition documentation, subscription agreements, possibly a private placement memorandum, and state securities law compliance. Not to mention a proper purchase and sale agreement. For detailed advice, my rate is $400 per hour. A complete OP Zone document set generally runs between $9K and $12,000, including filing fees, resident agent fees and my fees.