Store Legal Limited Liability Company & Partnership Answer Book, Third Edition
Limited Liability Company & Partnership Answer Book, Third Edition

Limited Liability Company & Partnership Answer Book, Third Edition

By Shannon S. Frazier , Jonathan G. Strauss
Format
Looseleaf
$475.00

Looseleaf

Available: Ships in 3-5 Business Days
Price
$475.00
Qty.
This product is available for the standing order program.
Buy Now
Overview

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.

Last Updated 09/10/2018
Update Frequency Updated annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9780735595156
SKU 10046127-7777
Table of Contents

List of Questions

Chapter 1 Choice or Change of Entity

Choice of Entity

Choosing the “Right” Business Form for a New Business: Making a Non-Tax Choice of Entity Analysis

Defining Terms

Conducting Business as a Limited Liability Company

Choosing the "Right" Tax Regimen: Making a Tax Choice of Entity Analysis

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; Members; Managers; Series LLCs; Fiduciary Duties and Certain Litigation Issues

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

Creditors' Remedies & Charging Orders

Transfers of Members' Interests; Transferees & Assignees

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

W-9 and EIN Considerations

Bipartisan Budget Act of 2015

Chapter 8 Dissolution/Termination of an LLC

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

Security Interests

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

Chapter 14 LLC Formation Best Practices

LLC Theory

Formation

Operating Agreements

Taxation

Asset Protection

Miscellaneous Issues

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 D Limited Liability Company Checklist

Appendix E Articles of Organization-Regular LLC; Delaware & Illinois Series LLC

Appendix F Member-Managed LLC Operating Agreement

Appendix G Manager-Managed LLC Operating Agreement

Appendix H Partnership Agreement for Professional Firm

Appendix I “Check the Box” Treasury Regulations

Appendix J Revised Uniform Limited Liability Company Act

Appendix K Family Limited Partnership Agreement

Appendix L Sample Estate Planning Provisions and Comments

Appendix M State Formation and Ownership Requirements

Appendix N Operating Agreement of LLC a [State] Limited Liability Company

Appendix O Family Limited Partnership Documents Requested by IRS in Estate Tax Audits

Appendix P Modifications of “Standard” Delaware Operating Agreement for an LLC Taxed as S Corporation

Tables

Administrative Announcement Table

Internal Revenue Code

Treasury Regulations Sections

Table of Cases

Index

About The Experts
Volumes