From January
2002 Update
Chapter 1 - Introduction to LLCs
§1:10 Definition
§1:20 History
§1:30 The LLC Comes to the United States
§1:40 The Then Existing Tax Classification Process
§1:50 The I.R.S. Makes the LLC the Key American Entity
§1:60 Current New Classification Regulations
§1:70 Current State Issues
§1:80 Glossary
§1:90 Separate Entity Case Law
Chapter 2 - Using LLCs
§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
§2:80 Different Uses for the LLC
§2:90 Case Studies
Chapter 3 - Considerations in Using
the LLC
§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
§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
§3:280 Conversion from Existing Entities
§3:290 Preliminary Considerations
§3:300 Conversion Procedures
§3:305 LLC Case Law — Conversion
§3:310 Forum Shopping
§3:320 Miscellaneous Considerations
Chapter 4 - Forming the LLC
§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
§4:60 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
§4:80 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 Registered Agent and Office
§4:150 Secretary of State Rules, Regulations or Instructions
§4:160 Effective Filing Date
§4:165 Professional LLCs.
§4:170 Pre-Formation Case Law
§4:171 Intent to Form
§4:172 Purpose
§4:173 Effect of Filing Articles
§4:174 Formation Requirements
§4:175 Pre-Formation Liability
Chapter 5 - Articles of Organization
§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
§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
§5:125 Drafting Tree
§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 - Operating Agreements
§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
§6:90 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 Operating Agreement.
§6:135 Formation of Operating Agreement
§6:140 Drafting Outline
§6:145 Operating Agreement as Contract
§6:150 Maintenance of the Operating Agreement
§6:160 [Reserved]
§6:170 Tax Provisions in Operating Agreements
§6:171 Tax Planning and Compliance
§6:172 Tax Distributions
§6:173 Self-Employment Taxes
§6:174 Profits Interest
§6:175 Special Allocations, Special Distributions, and Contributed
Property Issues
§6:176 Elections for Retiring Members Under IRC §754
§6:177 Tax Matters Member
§6:180 Operating Agreement Case Law
Chapter 7 - Uniform Limited
Liability Company Act
§7:10 Introduction
§7:20 Key Provisions of the Uniform Act
§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
§7:100 Registered 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
§7:300 Conclusion
Chapter 8 - Operations
§8:10 Introduction
§8:20 Organizational 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
§8:135 Step-by-step Procedure for Organizational Meeting
§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
§8:190 Fiduciary Duty
§8:200 Agency
§8:210 Ownership Certificates
§8:211 Transfer of LLC Interest
§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
§8:300 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
§8:380 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
§8:450 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
§8:540 Operations Case Law
§8:550 – 8:590 [Reserved]
§8:600 Buying and Selling LLCs
§8:610 Methods of Purchase
§8:620 Steps in LLC Purchase Process
Chapter 9 - Asset Protection and
Estate Planning
§9:00 Introduction
§9:10 Asset Protection
§9:15 Asset Protection Strategy
§9:20 Traditional Approaches to Asset Protection
§9:21 Off-Shore 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
§9:150 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
Chapter 10 - International
§10:10 The International LLC
§10:20 Taxation of an International LLC
§10:30 The International Hybrid LLC
§10:40 International LLC Tax Considerations
§10:50 Federal Tax Treatment
§10:60 10-50 Corporations
§10:70 Foreign Tax Credits
§10:80 Tax-free, Foreign-owned U.S. LLCs
§10:90 Immigration and LLCs
§10:100 Treaty Trader/Investor LLC
Chapter 11 - Litigation
§11:10 Introduction
§11:20 Right to Record Inspection
§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
§11:130 Piercing the LLC Veil
§11:140 State Approaches
§11:150 Creditors 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
§11:260 Defenses
§11:270 Capitalization Issues
§11:280 Characterization of Member Contributions
§11:290 Parties and Standing
§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 Resemblance Test
§12:40 Overview
§12:50 Four Corporate Characteristics
§12:60 [deleted]
§12:70 Check-the-Box Regulations
§12:80 Elective Classification System
§12:90 Key Definitions
§12:100 Classification Process
§12:100.1 Taxpayer I.D. Numbers in Multi-member LLCs
§12:100.2 Election Classification Process
§12:101 Single Member Taxation
§12:102 Introduction
§12:103 Single Member LLC Taxpayer Identification Numbers
§12:104 Conversion to Single Member LLC
§12:105 Conversion from Single Member LLC to Multi-Member
§§12:110-12:160 [moved to CD]
§12:170 LLC Partnership Taxation
§12:180 In General
§12:190 Taxation of Member Contributions
§12:200 Tax Allocations with Respect to Contributed Property
§12:210 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 Basis Adjustment
§12:280 Application of At-risk Rules
§12:290 Passive Activity Loss Rules
§12:300 Audits
§12:310 Formation and Operation Issues
§12:320 Contribution of Appreciated Property
§12:330 Classes of Ownership
§12:340 Common Control
§12:350 Securities
§12:360 Distributions
§12:370 Allocations
§12:380 Deductions of LLC Losses by Members
§12:390 Limitations on Deductions
§12:400 Choice of Entity Considerations
§12:410 Merger, Consolidation and Conversion Issues
§12:420 Overview
§12:430 Partnership Conversion
§12:440 Professional Partnership Conversion
§12:450 Corporation Conversion
§12:460 Dissolution Issues
§12:470 Continuation or Winding Up
§12:480 Special Tax Considerations
§12:490 Tax Basis
§12:500 General Rules
§12:510 Debt Classification
§12:520 Allocation of Tax Recourse Debt
§12:530 Allocation of Tax Nonrecourse Debt
§12:540 Comparison to Limited Partnership
§12:550 Allocation of Taxable Items
§12:560 General Rules
§12:570 Nonrecourse Deductions
§12:580 The At-risk Situation
§12:590 General Rule
§12:600 Members Affected
§12:610 Suspended Losses
§12:620 At-risk Amount
§12:630 Real Estate Exception
§12:640 Comparison to Limited Partnership
§12:650 Passive Loss Restrictions
§12:660 Passive Activity
§12:670 General Rule
§12:680 Material Participation
§12:690 General Rule
§12:700 Application to Limited Partners
§12:710 Application to Members
§12:720 Application to Managers
§12:730 Tax Matters Member
§12:740 Overview
§12:750 Accounting Methods; Taxable Year
§12:760 Overview
§12:770 Deficit Make-Up Provisions
§12:780 Overview
§12:790 Self-Employment Tax Issues
§12:800 Overview
§12:810 Estate and Gift Tax Valuation Discounts
§12:811 Family LLCs and Income-Splitting
§12:820 Overview
§12:830 Discount Valuation Restrictions Caused by I.R.C. § 2704(b)
§12:840 Avoiding Discount Valuation Problems
§12:850 Drafting Solutions
§12:860 Employer Trust Funds
§12:861 Family LLCs and Income-Splitting
§12:870 Overview
§12:880 Definition of "Responsible Person"
§12:890 Steps to Minimize Liability
§12:900 Single Member LLCs and Responsible Person
§12:905 The LLC as an Exempt Organization
§12:906 Use of the LLC as an Exempt Organization.
§12:910 Anti-Abuse Regulations
§12:920 Overview
§12:930 Cases [moved to CD]
§12:960 Regulations [moved to CD]
§12:1020 Revenue Rulings [moved to CD]
§12:1270 Revenue Procedures [moved to CD]
§12:1320 I.R.S. Document List
§12:1330 Explanation
§12:1340 Revenue Rulings
§12:1350 Revenue Procedures
§12:1360 Private Letter Rulings
§12:1370 General Counsel Memoranda
§12:1380 General Counsel Memorandum 38036 [moved to CD]
§12:1390 General Counsel Memorandum 38281 [moved to CD]
§12:1400 LLC Announcements
§12:1410 Notice 95-14 (Proposed Simplification of Entity Classification
Rules) [moved to CD]
§12:1411 Miscellaneous Documents
§12:1412 Treasury Decisions
§12:1413 Treasury Advisory Memorandum
§12:1414 Official IRS Case Summaries
§12:1415 IRS Legal Memorandum [ILM]
§12:1416 Field Service Advice [FSA]
§12:1417 IRS Continuing Professional Education [CPE]
§12:1418 Treasury Release
§12:1420 State Tax Considerations
§12:1430 Overview
§12:1440 Rulings and Statements
§12:1450 Chart: State Tax Comparisons
§12:1460 I.R.C. § 1031 Like Kind Exchanges
State 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
Virginia
Virgin Islands
Washington
West Virginia
Wisconsin
Wyoming |
