Limited Liability Company & Partnership Answer Book, 4th Edition

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Limited Liability Company & Partnership Answer Book, 4th Edition

By Alson R. Martin. Esq.
Wolters Kluwer Legal & Regulatory U.S. (Online)

Specifications

ISBN-13
10071695
Publisher
Wolters Kluwer Legal & Regulatory U.S. (Online)
Format
Online , 512 pages
Jurisdiction
U.S. ? Countri(es) for reference only
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Details

This easy-to-read, Q&A resource includes 300+ answers to help you custom design an LLC or LLP, weigh the pros and cons of converting your business to an LLC or LLP, capitalize on the advantages of converting to an LLC or LLP, ensure IRS compliance and avoid "double taxation" of revenues; also includes a state-by-state listing of statutory provisions regarding structure and organization; registration procedures and filing fees; a comparison chart of the LLC, LLP, regular and S corporation, limited partnership, and general partnership; with model operating agreements. By Alson R. Martin, Esq.

For most companies, doing business as a limited liability company or partnership offers significant benefits. Limited Liability Company & Partnership Answer Book's easy-to-read Q&A format makes clear and accessible both the legal rules and important business decisions regarding LLCs and LLPs.

With more than 300 authoritative answers, you'll understand how to:

  • Custom design an LLC or LLP that provides liability protection to principals and agents -- and one-time taxation of revenue
  • Weigh the pros and cons of converting your business to an LLC or LLP
  • Capitalize on the operational, tactical, and strategic advantages of converting to an LLC or LLP
  • Ensure compliance with the IRS and avoid "double taxation" of revenues
  • Set up accurate and efficient tax and accounting systems
  • Use a family limited partnership or LLC in business succession planning

Plus, this practical handbook contains a state-by-state listing of statutory provisions regarding structure and organization; registration procedures and filing fees; a comparison chart of the LLC, LLP, regular and S corporation, limited partnership, and general partnership; and model operating agreements.

Table of Contents

CHAPTER 1 - Choice or Change of Entity

  • Conducting Business as a Limited Liability Company
  • Defining Terms
  • Choosing the Right Business Form: New Businesses
  • Choosing the Right Business Form: Existing Businesses

CHAPTER 2 - Formation

  • Comparing LLC Acts and Statutes
  • Forming the LLC
  • Converting an Existing Business to an LLC
  • Merging with LLCs and Other Entities
  • Qualifying as a Foreign LLC

CHAPTER 3 - Tax Classification

  • The “Check-the-Box” Regulations
  • Continuity of Life
  • Free Transferability of Interest
  • Centralized Management
  • Limited Liability

CHAPTER 4 - Capital Contributions and Distributions

  • Formation
  • Enforcement of Commitments to Contribute Capital
  • Distributions

CHAPTER 5 - Management and Control

  • The Operating Agreement
  • Management of the LLC
  • Member-Managed LLCs
  • Manager-Managed LLCs
  • Choice of Member-Managed or Manager-Managed LLC
  • Fiduciary Duties and Duty of Care
  • Derivative Suits
  • Other Litigation Issues Involving LLCs

CHAPTER 6 - Members' Interests

  • Overview
  • Transferability of an Interest
  • Withdrawal
  • Limited Liability
  • Property of the LLC
  • Other Members Interests Issues: Divorce, Employment Discrimination, and Worker's Compensation

CHAPTER 7 - Taxation

  • Introduction
  • Tax Basis
  • Capital Accounts and Other Items
  • Formation and Consequences to the Members Consequences to the LLC: Start-Up Decisions and Tax Elections
  • Partnership Operations
  • Single-Member LLCs (SMLLC)
  • Large Partnerships, Publicly Traded Partnerships, and International Partnerships
  • Allocations Attributable to Nonrecourse Debt
  • Other Restrictions on the Allocation of LLC Income
  • Restrictions on the Use of LLC Losses by Members
  • Transfer of an LLC Interest
  • Termination and Liquidation of the LLC
  • Conversion of a Corporation or Partnership to an LLC; Conversion of an LLC to a Corporation; Mergers Involving LLCs
  • Employee Benefits
  • Qualified Retirement Plans
  • Self-Employment Tax
  • Other Tax Issues
  • Options, Warrants, Convertible and Restricted Interests
  • Anti-Abuse Regulations Applicable to LLCs and LLPs

CHAPTER 8 - Dissolution

  • Dissolution Events
  • Members' Rights Upon a Dissolution Event
  • Process of Dissolution

CHAPTER 9 - Securities and Bankruptcy Laws

  • Securities Laws
  • Bankruptcy Laws
  • Bankruptcy of a Member

CHAPTER 10 - Specialized Uses for Business, Estate Planning, and Personal Use Assets

  • General Business Applications
  • Real Estate and Joint Ventures
  • Charitable and Non-Profit Activities
  • Health Care: Integrated Delivery Systems
  • Estate Planning
  • Personal Use Assets

CHAPTER 11 - Limited Liability Partnerships

  • In General
  • Choosing an LLP or an LLC
  • Extent of Liability Protection
  • Formation, Costs, and Operational Issues
  • LLPs and the Effects of Dissolution, Dissociation, and Termination
  • Conversions and Mergers
  • Application of Securities and Employment Discrimination Law to LLPs

CHAPTER 12 - Professional LLCs and LLPs: Comparison with General Partnerships and Professional Corporations

  • General Partnership of Professionals: No Longer the Preferred Practice Entity
  • Characteristics of the Corporation for Professionals
  • Professional Corporation Statutes: Similarities and Differences
  • The LLC for Professionals
  • The LLP for Professionals
  • Using Two Entities
  • Multistate Professional Practices
  • Specific Types of Professional Liability
  • Issues in Using the LLP
  • Issues in Using the LLC
  • Issues in Using the PC
  • Fiscal Year, Medicare, Pensions, and Employee Benefits
  • Medical/Dental Insurance and Reimbursement Plans
  • Special Fringe Benefit Tax Rules for Regular C Corporations

CHAPTER - 13 Family Limited Partnerships and Family LLCs

  • Overview
  • Creditor Protection
  • Tax Advantages to the Business
  • Income Tax Advantages and Issues to the Partners/Members
  • Gift and Estate Tax Advantages
  • Valuation Discounts
  • Alternatives to the Family Limited Partnership or Family LLC Challenges to the Family Limited Partnership and Family LLC

APPENDIX A - Registration of Foreign LLCs

APPENDIX B - Analysis of LLCs by State

APPENDIX C - Comparison Chart: Regular and S Corporations, LLC, Limited Partnership (LP), General Partnership (GP), and LLP

APPENDIX E - Articles of Organization

APPENDIX M - State Formation and Ownership Requirements

TABLES

  • Administrative Announcement Table
  • Internal Revenue Code
  • Treasury Regulations Sections
  • Table of Cases

INDEX

 

 

 

 

 

 

Price on request

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