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The Limited Liability Company Back to the book page To quickly search for key terms, use your browser's 'Find' function, found in the 'Edit' menu.
TABLE OF CONTENTS Chapter 1 Introduction to LLCs §1:10 Definition §1:20 History §1:30 The LLC Comes to
the §1:60 Current
Classification Regulations §1:70 §1:80 Glossary §1:90 Separate Entity Case Law Form 1-1 LLC Formation Checklist Chapter 2 §2:10 Comparisons With Other
Entities §2:20 General
Partnership Compared §2:30 Limited
Partnership Compared §2:40 Registered
Limited Liability Partnership Compared §2:50 S Corporation
Compared §2:60 Regular
Corporation Compared §2:70 Corporation Tax
Comparison: Employment Taxes §2:75
Statutory Trusts Compared §2:80 Different Uses for the LLC §2:81 Operating an LLC
as a Corporation §2:82 LLC Election to
Become a Corporation §2:83 Sample
Provisions for an LLC to Become an S Corporation for Tax Purposes §2:90 Series Limited Liability
Companies—General Description §2:91 Series Limited
Liability Companies—States Permitting Formation §2:92 Series Limited
Liability Companies—Uses §2:93 Series Limited
Liability Companies—Considerations Form 2-1 Certificate of Formation ( Form 2-2 LLC Agreement for Series LLC Form 2-3 Contribution Agreement Chapter 3 §3:10 Knowing the Client §3:20 Ethical Considerations §3:30 Conflicts of
Interest §3:40 Former Clients §3:50 Privilege and
Confidentiality §3:60 Management
Misconduct §3:70 Multiple
Representation §3:80 The Office
"Early Warning System" §3:90 Criminal Law Considerations §3:100 Securities Law Considerations §3:110 Howey Approach §3:120 Risk Capital Approach §3:130 Stock Characteristic
Approach §3:140 State Statutory Grounds
Approach §3:150 Partnership Guidelines for
LLCs §3:160 Federal and State
Securities Laws §3:170 Uniform Securities Act §3:180 Registration of State
Securities §3:185 LLC Case Law—Securities §3:190 Ownership Interest §3:200 Concurrent Ownership §3:210 Tenants-in-Common §3:220 Joint Tenants With Rights
of Survivorship §3:230 Tenancy by the
Entireties/Community Property §3:240 Concurrent Ownership and 26
C.F.R. §1-301.7701 Classification Issues §3:250 Concurrent Ownership
Interests and LLC Voting Interests §3:260 Concurrent Ownership and
State Law Events of Dissolution §3:270 Concurrent Ownership and
Creditors §3:275 Use of Trusts §3:280 Conversion From Existing Entities §3:285 Using LLCs in Corporate
Mergers §3:290 Preliminary Considerations §3:300 Conversion Procedures §3:305 LLC Case Law—Conversion §3:310 Forum Shopping §3:320 Miscellaneous Considerations Chapter 4 §4:10 Role of the Advisor §4:20 Pre-Formation Issues §4:30 Factors to Consider
Pre-Formation §4:40 Organic
Documents §4:45 Signing of
Articles of Organization §4:50 Members §4:51 Non-Member
Contractual Rights §4:55 Protecting the
Minority Owner §4:60 Ownership Forms §4:70 Capital
Structure and Contributions §4:71 The LLC as an
Exempt Organization §4:72 LLCs as Joint
Venture Vehicles Under IRS 501[c] §4:73 Formation of the
LLC as an Exempt Organization §4:74
Low-Profit Limited Liability Companies §4:80 Management §4:90 Company Name §4:100 Trade Name Protection §4:110 Duration §4:120 Out-of-State Operation §4:130 Business Purpose §4:140 Single Purpose Entity §4:150 Registered Agent and Office §4:160 Secretary of State Rules,
Regulations or Instructions §4:170 Effective Filing Date §4:180 Professional LLCs §4:190 Formation Choices—Non-Tax
Considerations §4:195 Formation Choices—Tax
Considerations §4:200 Pre-Formation Case Law §4:210 Who Is the Client? §4:220 Intent to Form §4:230 Purpose §4:240 Integration of Organic
Documents §4:250 Effect of Filing Articles §4:260 Formation Requirements §4:270 Professional LLCs §4:280 Pre-Formation Liability §4:290 Joint Ventures With Exempt
Organizations §4:300 Formation Choices—Tax
Considerations §4:310 Out-of-State Operations Chapter 5 §5:10 Introduction §5:20 Statutory Mandates §5:25 Terminology §5:30 Drafting Issues §5:40 Default Rules §5:50 Compliance With
State Statutes and Regulations §5:60 Privacy
Concerns, Identity Protection §5:70 Purpose Clause §5:80 Voting §5:90 Opt-In Features §5:95 Step-by-Step Article
Drafting §5:100 Articles Checklist §5:110 The Opt-In Checklist §5:115 Signing the Articles of
Organization §5:120 Sample Clauses and
Completed Articles §5:130 Filing Articles of Organization §5:140 Amendments §5:150 Mandatory Amendment §5:160 Permissive Amendment §5:170 Uniform Act §5:180 Forms §5:190 Formation Case Law Chapter 6 §6:10 Introduction §6:20 Drafting Issues §6:30 Avoiding Abuse by Majority Owners §6:40 Avoiding Future Management Problems §6:50 Avoiding Potential Operational Deadlock §6:60 Distribution of Profit and Allocations
of Tax Gains and Losses §6:70 Voting Rights and Percentages §6:80 Divorce and Community Property §6:81 Dissolution §6:82 Assignment §6:90 Arbitration and Mediation §6:100 Default Rules §6:105 Foreign or Out-of-State Operation §6:110 Opt-In Features §6:120 Opt-In Checklist §6:130 Form and Content of the LLC Agreement §6:135 Preparing the LLC Agreement/Management Provisions §6:140 Drafting Outline §6:145 LLC Agreement as Contract §6:150 Maintenance of the LLC Agreement §6:160 Withdrawal of a Member §6:170 Tax Provisions in LLC Agreements §6:171 Tax Allocations Can Affect the Economic
Consequences of the Members §6:172 Distributions §6:173 Self-Employment Taxes §6:174 Capital and Profits Interest §6:175 Special Allocations, Special Distributions, and
Contributed Property Issues §6:176 Elections Under IRC §754 §6:177 Tax Matters Member §6:180 LLC Agreement §6:190 Forms on CD: LLC Agreements Chapter 7 §7:10 Introduction §7:20 LLC as Separate
Entity §7:30 Articles of
Organization §7:40 "Opt-In" Feature §7:50 Name §7:60 Purpose and
Powers §7:70 Duration §7:80 Term Company §7:90 Management §7:95 One-Member LLCs
Permitted §7:100 Designated Office and Agent §7:110 Other Matters §7:120 Filing §7:130 Amendment of Articles §7:140 The Operating Agreement §7:150 Default Rules: A Uniform
Act Checklist §7:160 Events of Dissociation §7:170 Assignment of Ownership
Interest §7:180 Continuation §7:190 Agency §7:200 Party in Interest §7:210 Limited Liability §7:220 New Members §7:230 Records §7:240 Annual Report §7:250 Conversion and Merger §7:260 Distributions and
Allocations §7:270 Disclosure of Members §7:280 Creditor's Rights §7:290 Foreign LLCs §7:295 Derivative Actions §7:300 The Future of the Uniform Act §7:310 Comments Regarding the Re-ULLCA §7:400 Uniform Act Case Law Chapter 8 §8:10 Introduction §8:15 Step-by-Step
Procedure for Organizational Meeting §8:20 General Meeting §8:25 Annual Check-Up §8:30 Appointment of
Committees §8:40 Corporation as
Manager §8:50 Officers §8:60 Meetings of
Members or Management §8:70 Notice
Requirements §8:80 Voting §8:90 Voting Trust and
Pooling Agreements §8:100 Voting Trust Defined §8:110 Pooling Agreements Defined §8:120 Classification Issues in
LLC Block Voting §8:130 Examples of Block Voting
Arrangements §8:140 Specific LLC Operational Issues §8:150 Liability §8:160 Piercing the LLC Veil §8:170 Rights and Remedies of
Creditors of Members §8:180 Management §8:181 Majority or Supramajority
Management Decisions §8:182 Counting Votes §8:190 Fiduciary Duty §8:200 Agency §8:210 Ownership Certificates §8:215 Personal Residences or
Vacation Home LLCs §8:220 Reorganization, Dissolution
and Reinstatement §8:230 Withdrawal of Members §8:240 Merger, Consolidations and
Acquisitions §8:250 Pre-Merger Notification §8:251 State Merger Provisions §8:260 Terminating the LLC §8:270 Conversion From Existing Entities §8:280 Preliminary Considerations §8:290 Conversion Procedures §8:291 Conversion of General
Partnership to LLC §8:292 Conversion of Limited
Partnership to LLC §8:293 Conversion of General
Partners of a Limited Partnership Into an LLC §8:294 Conversion of Professional
Partnership to LLC §8:295 Conversion of an S
Corporation Into an LLC §8:300 Records §8:310 Recommended Items §8:320 Records §8:330 LLC Documentation §8:340 Members' Access to Records §8:350 Annual Report §8:360 Contributions of Capital,
Distribution of Profits and Return of Capital §8:370 Transfer of Ownership
Interest §8:371 Restrictions on the
Transfer of Ownership Interests §8:380 Pledge of Ownership
Interest as Security for Debt §8:390 Buy-Sell Agreements §8:400 Types of Buy-Sell
Agreements §8:410 Enforceability of Buy-Sell
Agreements §8:420 Funding of Buy-Sell
Agreements §8:430 Valuation of Buy-Sell
Agreements §8:440 Drafting the Buy-Sell
Agreement §8:445 Foreign LLCs §8:450 Business Operations Outside
the Home State §8:460 Effect of Failure to Obtain
Certificate of Authority §8:470 Liability Issues in
Non-Home State Operations §8:480 The Single-Member LLC §8:490 Single-Member Taxation §8:500 Disregarded Single-Member
LLC §8:510 Single-Member LLC Issues §8:520 Single-Member Operating
Agreement §8:530 Single-Member Liability
Protection §8:600 Buying and Selling LLCs §8:610 Methods of Purchase §8:620 Steps in LLC Purchase
Process §8:630 Operations Case Law §8:631 LLC Operations §8:632 Single Members §8:633 Managers §8:634 Management §8:635 Agency §8:636 Personal Liability §8:637 Distributions §8:638 Successor in
Interest/Conversion §8:639 Creditor’s Remedies §8:640 Withdrawal/Dissolution §8:641 Foreign LLCs §8:642 Fiduciary Duties §8:643 Transfer of Interests Chapter 9 §9:00 Introduction §9:10 Asset Protection §9:15 Asset Protection
Strategy §9:20 Traditional
Approaches to Asset Protection §9:21 Offshore Uses §9:30 Case Studies §9:40 Case Study 1 (Overthrust
Joint Ventures) §9:50 Case Study 2
(Paradise Valley Ranch) §9:60 Case Study 3 (Smedley
and Smedley-Lopez Law Office) §9:70 Case Study 4
(Good Times Auto Dealer) §9:80 Estate and Family Succession
Planning §9:90 Discussion §9:100 State LLC Acts §9:110 The Alaska Approach §9:120 The Uniform Act Approach §9:130 The Wyoming Approach §9:131 Modified Wyoming Close
Approach §9:140 The New Mexico Approach §9:141 The
§9:142 Obama
Administration Response §9:150 Estate Valuation Discounts §9:160 Drafting Solutions §9:170 The Alaska Approach §9:180 The Uniform Approach §9:190 The Wyoming Approach §9:191 Modified Wyoming Close
Approach §9:200 Other Uses of Assignees in Estate
Planning §9:210 LLC Control and Estate
Planning §9:220 Ancillary Probate and LLCs §9:230 Family LLCs and
Income-Splitting §9:240 Annual Gifting §9:300 Asset Protection/Fraudulent Conveyance §9:310 Asset Protection Articles §9:320 LLC Estate Planning Case
Law Chapter 10 §10:10 The International LLC §10:20 Classification of
International LLCs §10:30 Taxation of an
International LLC §10:40 The International Hybrid
LLC §10:50 International LLC Tax
Considerations §10:60 Transfers to International
LLCs §10:70 Federal Tax Treatment §10:80 10-50 Corporations §10:90 Foreign Tax Credits §10:100 Tax-Free, Foreign-Owned U.S. LLCs §10:110 Tax Returns §10:120 U.S. Income Tax Withholding §10:130 Withholding Requirements §10:140 Non-Effectively Connected
Income §10:150 Effectively Connected
Income §10:170 Immigration and LLCs §10:180 Treaty Trader/Investor LLC §10:190 International LLC Forms Chapter 11 §11:10 Introduction §11:20 Step-by-Step Access to LLC
Records §11:30 Validity of LLC's Existence §11:40 Single-Member LLCs §11:45 Articles’ Purpose Clause §11:50 Mandatory Amendment to
Articles of Organization §11:60 Failure to Follow Documents §11:70 Threshold Issues §11:80 Formation §11:90 Continuing Validity §11:100 Member Definition §11:110 Jurisdiction for Federal Diversity §11:115 Service of Process §11:120 Theories of Recovery §11:125 Appropriate Court §11:130 Piercing the LLC Veil §11:140 State Approaches/Cases §11:150 Creditor’s Rights §11:160 Involuntary Bankruptcy §11:170 LLC as Bankruptcy Debtor §11:180 Treatment §11:190 Dissolution Litigation §11:200 Liquidation Procedures §11:210 Loss of Liability §11:220 Continuation §11:230 Recovery Theories §11:240 Derivative LLC Suits §11:250 Establishing an Event of Dissolution §11:255 Dissociation §11:260 Defenses §11:270 Capitalization Issues §11:280 Characterization of Member
Contributions §11:300 Recovery §11:310 Defenses §11:320 Amount of Recovery §11:330 Case Law Chapter 12 Taxation §12:10 Federal Tax Considerations §12:20 Classification §12:30 Check-the-Box Regulations §12:40 Elective Classification
System §12:50 Late Classification Filing §12:60 Key Definitions §12:70 Classification Process §12:80 Taxpayer I.D. Numbers in Multi-Member LLCs §12:90 Election Classification Process §12:100 Single-Member Taxation §12:110 Introduction §12:120 Single-Member LLC Taxpayer
Identification Numbers §12:121 Single-Member LLC May Affect Basis in
Another LLC §12:130 Conversion to Single-Member LLC §12:140 Conversion from Single-Member LLC to
Multi-Member §12:150 Single-Member LLCs and Marital
Property/Tenancy by the Entireties and Community Property §12:170 LLC Partnership Taxation §12:180 In General §12:190 Taxation of Member Contributions §12:200 Tax Allocations with Respect to
Contributed Property §12:201 Allocation of Deductions Attributable
to Contributed Property §12:202 Allocation of Deductions of
Appreciated Property and Other Consequences After Admitting a New Member §12:203 Allocation of Income and Deductions §12:210 Pass-Through Taxation §12:220 Basis and Distribution §12:230 Effect of Debt on Member's Basis §12:240 Allocation of Partnership Tax Items §12:250 Termination §12:260 Member Withdrawal and Retirement §12:270 Section 734 and Section 743 Basis
Adjustment §12:280 Application of At-Risk Rules §12:290 Members Affected §12:300 Suspended Losses §12:310 Real Estate Exception §12:320 Passive Loss Restrictions §12:330 [Reserved] §12:340 General Rule §12:350 Material Participation §12:360 General Rule §12:370 Application to Limited Partners §12:380 Application to Members and Managers §12:390 Audits §12:400 Formation and Operation Issues §12:410 Contribution of Appreciated Property §12:420 Classes of Ownership §12:430 Securities §12:440 Distributions §12:450 Allocations §12:460 Deductions of LLC Losses by Members §12:470 Limitations on Deductions §12:480 Merger, Consolidation and Conversion Issues §12:490 Overview §12:500 Partnership Conversion §12:501 Partnership/LLC Merger §12:502 Division of an LLC §12:510 Conversion of Limited Partnership to
LLC §12:520 Professional Partnership Conversion §12:530 Corporation Conversion §12:540 Dissolution Issues §12:550 Continuation or Winding Up §12:560 Application to Managers §12:570 Tax Matters Partner §12:580 Designation §12:590 Power to Represent LLC §12:600 Accounting Methods; Taxable Year §12:610 Overview §12:620 Self-Employment Tax Issues §12:630 Single-Member Employment Taxes §12:640 Multiple-Member LLCs Employment Taxes §12:650 Estate and Gift Tax Valuation Discounts §12:660 Family LLCs and Income-Splitting §12:670 Overview §12:680 Discount Valuation Restrictions Caused
by IRC §2704(b) §12:690 Avoiding Discount Valuation Problems §12:700 Drafting Solutions §12:710 Employer Trust Funds §12:720 Overview §12:730 Definition of "Responsible Person" §12:740 Steps to Minimize Liability §12:750 Single-Member LLCs and Responsible
Person §12:760 Levying on Assets of LLC/Collection
Activity §12:770 The LLC as an Exempt Organization §12:780 Use of the LLC as an Exempt
Organization §12:790 Anti-Abuse Regulations §12:800 Overview §12:810 State Tax Considerations §12:820 Overview §12:900 Use of LLCs in Like-Kind Exchanges LLC Fees Chart 2008 State & Territory Specific Chapters Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware District of Columbia Florida Georgia Guam Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virgin Islands (United States) Virginia Washington West Virginia Wisconsin Wyoming Index
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Updated 11/13/09