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
