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Drafting Limited Liability Company Operating Agreements, Fourth Edition Drafting Limited Liability Company Operating Agreements, Fourth Edition

Drafting Limited Liability Company Operating Agreements, Fourth Edition

By John M. Cunningham, Vernon R. Proctor,
Edited by Amanda Nelson
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Overview

This essential resource enables you to negotiate, draft, and fine-tune LLC operating agreements for all basic types of LLCs—in every U.S. jurisdiction! It delivers exclusive guidance on all 10 stages of the LLC formation process, and comes with a CD-ROM packed full of valuable material, including complete agreements, forms, and clauses all ready for immediate use.

Newly expanded to two volumes, the Fourth Edition of Drafting Limited Liability Company Operating Agreements is the only limited liability company formbook and practice manual that addresses the entire process of planning, negotiating and drafting LLC operating agreements, and handling LLC formations.

Providing hands-on guidance directly from John M. Cunningham, one of the acknowledged leaders in the field, Drafting Limited Liability Company Operating Agreements, Fourth Edition, ensures that you’re prepared to handle all legal and tax aspects of the LLC formation process for member-managed, manager-managed, single-member, and multi-member LLCs, including:

  • Fiduciary issues and other critical business organization law issues facing the managers of multi-member LLCs
  • Multi-member LLC partnership tax issues
  • The unique legal and tax issues confronting owners of single-member LLCs
  • Hidden issues in drafting articles of organization
  • The complex issues of legal ethics when representing two or more clients in forming multi-member LLCs

Only Drafting Limited Liability Company Operating Agreements, Fourth Edition fully covers:

  • The 10 main stages of the LLC formation process, providing detailed, practice-oriented comments on each
  • “Red flags” spotlighting common pitfalls and risks in LLC formation
  • Key federal tax materials, including the “Check-the-Box Regulations” and the IRS’s guidelines on the application of the Self-Employment Tax to LLC members
  • The current text of the Delaware Limited Liability Company Act

And Drafting Limited Liability Company Operating Agreements, Fourth Edition includes:

  • All of the general-purpose model operating agreements you are likely to need to form both single-member and multi-member LLCs, designed for use in all 50 states and accompanied by line-by-line instructions
  • Guidance through the entire, complex maze of legal, tax, and drafting issues
  • An all-new section on protecting clients’ assets through LLCs
  • Valuable exhibits, including a master table and various subsidiary tables of the Delaware Limited Liability Company Act provisions relevant to LLC formations

Plus! Every clause, form, and complete agreement is on CD-ROM—to speed the formation process and help save you time.

To assist in your LLC formation practice, you’ll also find a comprehensive survey of the rapidly expanding body of federal and state LLC case law—complete with clear summaries of the cases and indexes by both state and subject matter.

Newly updated and expanded, Drafting Limited Liability Company Operating Agreements, Fourth Edition, delivers all the forms, agreements and expert guidance every LLC practitioner should have on hand.

Note: Online subscriptions are for three-month periods.

Last Updated 07/15/2019
Update Frequency Annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781454880493
SKU 10046271-7777
Publish Frequency 3 times a year
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 000000000010071691
Table of Contents

Preface to the Fourth Edition
VOLUME 1
PART I INTRODUCTION; LLC LAW

  • Chapter 1    Introduction—How To Use This Book
  • Chapter 2    LLC Law—Overview; The Twelve Chief Statutory Characteristics of LLCs
  • Chapter 3    Glossary of LLC Terms of Art
  • Chapter 4    LLC Freedom of Contract
  • Chapter 5    Protecting LLC Assets and Membership Rights From Third Parties—LLC Statutory “Pick-Your-Partner” Provisions
  • Chapter 6    Protecting LLC Assets and Membership Rights From Third Parties—LLC Statutory Charging Order Provisions
  • Chapter 7    Non-Delaware LLC Case Law
  • Chapter 8    Delaware LLC Case Law
  • Chapter 9    LLC Articles and CLE Materials—Bibliography and Guidelines for Use in Forming LLCs
  • Chapter 10    Significant LLC Developments as Reflected in Blog Posts—February Through August 2018

PART II HOW TO HANDLE NON-TAX TASKS IN LLC FORMATIONS

  • Chapter 11    How to Handle Initial Contacts with LLC Formation Clients
  • Chapter 12    How to Handle Issues of Professional Ethics in LLC Formations
  • Chapter 12A    When Do Breaches of the ABA Rules of Professional Conduct Constitute Legal Malpractice?
  • Chapter 13    How to Handle Non-Tax Choice of Entity
  • Chapter 14    How to Use Multi-LLC Structures to Maximize Business Asset Protection
  • Chapter 15    How to Choose Between Your Home-State LLC Act and the Delaware Act
  • Chapter 16    How to Draft LLC Articles of Organization
  • Chapter 17    How to Choose the Right Model Operating Agreement for an LLC
  • Chapter 18    How to Draft Operating Agreements—General Guidelines
  • Chapter 18A    Using Reported Cases About LLC Internal Disputes for Guidance in Drafting Operating Agreements
  • Chapter 19    How to Form Single-Member LLCs Whose Members are Individuals
  • Chapter 20    How to Form Single-Member LLCs Whose Members are Entities
  • Chapter 21    How to Use Business Organization Law Plug-In Provisions in Drafting LLC Operating Agreements
  • Chapter 22    How to Understand and Apply LLC Statutes for LLC Formation Purposes
  • Chapter 23    How to Exploit LLC Flexibility and Avoid LLC Pitfalls
  • Chapter 24    Drafting Operating Agreements for Multi-Member LLCs—Understanding and Mastering the Drafting Process
  • Chapter 25    Section-by-Section and Provision-by-Provision Commentary On Form 6.2
  • Chapter 26    LLC Fiduciary Law—Doctrinal Overview From an LLC Formation Perspective
  • Chapter 26A    How to Handle LLC Member Deadlocks
  • Chapter 27    How to Identify and Handle Miscellaneous Issues
  • Chapter 28    How to Advise LLC Formation Clients About Veil Piercing
  • Chapter 29    How to Use Planning Memos
  • Chapter 30    How to Finish The LLC Formation Process

VOLUME 2

  • Chapter 31    The Lawyer’s Role as Teacher
  • Chapter 32    How to Recognize and Address Intellectual Property Issues in LLC Formations—a Practical Introduction for Non-Specialists
  • Chapter 33    Federal and State Securities Law Issues in LLC Formations—an Introduction for the Non-Specialist
  • Chapter 34    Estate Planning Issues in LLC Formations—an Introduction for Non-Specialists

PART III HOW TO HANDLE TAX TASKS IN LLC FORMATIONS

  • Chapter 35    Introduction to the Tax Chapters in this Book; the Eight Tax Tasks in LLC Formations
  • Chapter 36    Tax Choice of Entity—Choosing the Right Federal Income Tax Regimen for an LLC for Federal Income Tax Purposes and for Social Security Tax and Medicare Tax
  • Chapter 37    Understanding and Applying the Check-The-Box Regulations in LLC Formations
  • Chapter 38    How to Draft Federal Income Tax Provisions for LLCs Taxable as Straight-Up Partnerships
  • Chapter 39    Understanding Special Allocation Provisions and Other Non-Straight-Up Provisions Potentially Useful in the Operating Agreements of Multi-Member LLCs Taxable as Partnerships—Introduction and Overview
  • Chapter 40    Understanding and Using Regulatory and Contractual Special Allocation Provisions in the Operating Agreements of Multi-Member LLCs Taxable as Partnerships
  • Chapter 41    How To Use Prop. Reg. §?1.1402(A)-2 and Subchapter S To Protect LLC Members From Social Security and Medicare Taxes—Introduction
  • Chapter 42    How to Draft Federal Income Tax Provisions for LLCs Taxable as S Corporations
  • Chapter 43    The Impact of The Bipartisan Budget Act Partnership Audit Rules on LLC Formation Practice—Introduction and Overview
  • Chapter 44    Drafting Audit Provisions in the Operating Agreements of Multi-Member LLCs That Are Electing Partnerships Under The BBA Partnership Audit Rules
  • Chapter 44A    Drafting Audit Provisions in the Operating Agreements of Multi-Member LLCs That Are Ineligible Partnerships Under the Partnership Audit Rules of the Bipartisan Budget Act of 2015
  • Chapter 44B    The Impact of New Internal Revenue Code Section 199A and Amended Section 11(b) on LLC Members, Their LLCs, Their Accountants and Their Lawyers
  • Chapter 44C    Federal Income Tax Deductions for Farmers, Horticulturalists, and Agricultural Cooperatives Under Section 199A(a) and (g)
  • Chapter 44D    How to Handle State and Multi-State Tax Issues
  • Chapter 44E    The Proposed and Final Regulations Under Section 199A; Other Section 199A Administrative Authorities

PART IV FORMING LLCs UNDER THE DELAWARE LLC ACT AND OTHER ACTS

  • Chapter 45    How to Form LLCs Under the Delaware LLC Act
  • Chapter 46    How to Form LLCs Under the Massachusetts  LLC Act

PART V SERIES LLCs AND OTHER MISCELLANEOUS LLC TOPICS

  • Chapter 47    Series LLCs—Law, Tax, Forms
  • Chapter 47A    Charitable LLCs
  • Chapter 48    How to Restructure LLCs and Other Business Organizations to Save Taxes and Protect Assets
  • Chapter 49    XYZ Widgets, Inc.—the Business Entity Restructuring Process as Applicable to a Hypothetical State-Law Business Corporation
  • Chapter 49A    Restructuring the Legal and Tax Structures of Businesses Engaged in Farming
  • Chapter 50    How to Convert Corporations to LLCs
  • Chapter 50A    Handling Sales By LLC Members of Their Membership Interests to Third Parties

PART VI LLC MODEL OPERATING AGREEMENTS— EVALUATION AND USE

  • Chapter 51    How to Evaluate and Use Model Operating Agreements
  • Chapter 52    How to Form Husband-Wife LLCs
  • Chapter 53    How to Use Special-Purpose Form 3 in Drafting Short-Form Operating Agreements

PART VII LLC MODEL OPERATING AGREEMENTS— ASSET PROTECTION

  • Chapter 54    How to Use LLCs to Protect Your Clients' Assets—Introduction
  • Chapter 55    Asset Protection Planning—Overview of the Field; Asset Protection Litigation
  • Chapter 56    State and Federal Fraudulent Transfer Law—Overview
  • Chapter 57    Issues of Personal Morality and Legal Ethics in Asset Protection Practice
  • Chapter 58    Using LLCs to Protect Assets: Overview of LLC Asset Protection Practice
  • Chapter 59    Dealing with Asset Protection Issues in LLC Statutes
  • Chapter 60    Drafting Operating Agreements to Maximize Asset Protection

Index

CD-ROM CONTENTS: ELECTRONIC FILES OF ALL EXHIBITS

MODEL AGREEMENTS, GENERIC, AND SPECIALIZED FOR DE AND MA

  • Model Operating Agreement (Generic) for Member-Managed Single-Member Limited Liability Company (i) Which Has One Member Who is an Individual; (ii) Which is Managed by its Member; and (iii) Which is Taxable as a Sole Proprietorship
  • Model Operating Agreement (Generic) for Manager-Managed Single-Member Limited Liability Company (i) Which Has One Member Who is an Individual; (ii) Which is Managed by its Member and by a Non-Member Assistant Manager; and (iii) Which is Taxable as a Sole Proprietorship
  • Model Operating Agreement (Generic) for Manager-Managed Single-Member Limited Liability Company (i) Which Has One Member Who is an Individual; (ii) Which is Managed by a Third Party; and (iii) Which is Taxable as a Sole Proprietorship
  • Model Operating Agreement (Generic) for Member-Managed Single-Member Limited Liability Company (i) Which Has One Member Who is an Individual; (ii) Which is Managed by its Member; and (iii) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Manager-Managed Single-Member Limited Liability Company (i) Which Has One Member Who is an Individual; (ii) Which is Managed by its Member and by a Non-Member Assistant Manager; and (iii) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Manager-Managed Single-Member Limited Liability Company (i) Which Has One Member Who is an Individual; (ii) Which is Managed by a Third Party; and (iii) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Manager-Managed Single-Member Limited Liability Company (i) Which Has One Member Which is an Entity; (ii) Which is Managed by an Individual; and (iii) Which is Taxable as a Disregarded Entity
  • Model Operating Agreement (Generic) for Manager-Managed Single-Member Limited Liability Company (i) Which Has One Member Who is an Entity; (ii) Which is Managed by Two or More Officers; and (iii) Which is Taxable as a Disregarded Entity
  • Model Operating Agreement (Generic) for Manager-Managed Single-Member Limited Liability Company (i) Which Has One Member Which is an Entity; (ii) Which is Managed by a Board of Directors and Officers; and (iii) Which is Taxable as a Disregarded Entity
  • Model Operating Agreement (Generic) for Member-Managed Multi-Member Limited Liability Company (i) Which Has Two Equal Members; (ii) Which is Managed by its Members Under a Simple General Partnership Management Structure; and (iii) Which is Taxable as a Partnership
  • Model Operating Agreement (Generic) for Member-Managed Multi-Member Limited Liability Company (i) Which Has Two Unequal Members; (ii) Which is Managed by its Members Under A Simple General Partnership Management Structure; and (iii) Which is Taxable as a Partnership
  • Model Operating Agreement (Generic) for Member-Managed Multi-Member Limited Liability Company (i) Which Has Three or More Members; (ii) Which is Managed by its Members Under a Simple General Partnership Management Structure; and (iii) Which is Taxable as a Partnership
  • Model Operating Agreement (Generic) for Member-Managed Multi-Member Limited Liability Company (i) Which Has Two Equal Members; (ii) Which is Managed by its Members Under A Simple General Partnership Management Structure; and (iii) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Member-Managed Multi-Member Limited Liability Company (i) Which Has Two Unequal Members; (ii) Which is Managed by its Members Under a Simple General Partnership Management Structure; and (iii) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Member-Managed Multi-Member Limited Liability Company (i) Which Has Three or More Members; (ii) Which is Managed by its Members Under a Simple General Partnership Management Structure; and (iii) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Member-Managed Multi-Member Limited Liability Company (i) Which Has Seven or More Members; (ii) Which is Managed by its Members Under a Complex General Partnership Management Structure with a Managing Director; and (iii) Which is Taxable as a Partnership
  • Model Operating Agreement (Generic) for Member-Managed Multi-Member Limited Liability Company (i) Which Has Seven or More Members; (ii) Which is Managed by its Members Under a Complex General Partnership Management Structure with a Managing Director; and (iii) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company (i) Which Has Two Members; (ii) Which is Managed by a Manager-Member Under a Simple Limited Partnership Management Structure; (iii) Which is Controlled by its Members; (iv) Which is Taxable as a Partnership; and (v) Which is Not Tailored for Use Under Prop. Reg. §1.1402(a)-2
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company (i) Which Has Three or More Members; (ii) Which is Managed by a Manager-Member Under a Simple Limited Partnership Management Structure; (iii) Which is Controlled by its Members; (iv) Which is Taxable as a Partnership; and (v) Which is Not Tailored for Use Under Prop. Reg. §1.1402(a)-2
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company (i) Which Has Two Members; (ii) Which is Managed by a Manager-Member Under a Simple Limited Partnership Management Structure; (iii) Which is Controlled by its Members; and (iv) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company (i) Which Has Three or More Members; (ii) Which is Managed by a Manager-Member Under a Simple Limited Partnership Management Structure; (iii) Which is Controlled by its Members; and (iv) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company (i) Which Has Two Members; (ii) Which is Managed by a Manager-Member Under A Simple Limited Partnership Management Structure; (iii) Which is Controlled by its Manager; (iv) Which is Taxable as a Partnership; and (v) Which is Not Tailored for Use Under Prop. Reg. §1.1402(a)-2
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company (i) Which Has Three or More Members; (ii) Which is Managed by a Manager-Member Under a Simple Limited Partnership Management Structure; (iii) Which is Controlled by its Manager; (iv) Which is Taxable as a Partnership; and (v) Which is Not Tailored for Use Under Prop. Reg. §1.1402(a)-2
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company (i) Which Has Two Members; (ii) Which is Managed by a Member-Manager Under A Simple Limited Partnership Management Structure; (iii) Which is Controlled by its Manager; and (iv) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company (i) Which Has Three or More Members; (ii) Which is Managed by a Member-Manager Under a Simple Limited Partnership Management Structure; (iii) Which is Controlled by its Manager; and (iv) Which is Subject to Federal Tax Treatment as an S Corporation
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company; (i) Which Has Three or More Members; (ii) Which Has a Corporate Management Structure with a Board of Directors and Officers; and (iii) Which is Taxable as a C Corporation
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company; (i) Which Has Three or More Members; (ii) Which Has a Corporate Management Structure with a Board of Directors and Officers; and (iii) Which is Taxable as a Partnership; and (iv) Which is Not Tailored For Use Under the Prop. Reg. §1.1402(a)-2
  • Model Operating Agreement (Generic) for Manager-Managed Multi-Member Limited Liability Company; (i) Which Has Three or More Members; (ii) Which Has a Corporate Management Structure with a Board of Directors and Officers; and (iii) Which is Taxable as an S Corporation
  • Special-Purpose Form with Limited Partnership Management Structure
  • Bylaws for Use with Form 2.3
  • Model Bylaws for Use with Type 10 Forms
  • Model Employment Agreement for use with General-Purpose Forms 1.3 and 1.6
  • Exhibit B to General-Purpose Forms 5.1 and 5.2
  • Exhibit D to General-Purpose Forms 5.1 and 5.2
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