Limited Liability Company & Partnership Answer Book, 4th Edition

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