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Who should attend LLCs, Partnerships, LLPs, Limited Partnerships And LLLPs
This one-day seminar is designed for attorneys, accountants, presidents, vice presidents, CFOs, controllers, business owners and managers, tax managers and enrolled agents.
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LLCs, Partnerships, LLPs, Limited Partnerships And LLLPs  

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This one-day seminar is designed for attorneys, accountants, presidents, vice presidents, CFOs, controllers, business owners and managers, tax managers and enrolled agents.

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Seminar Summary:

This seminar is intended to familiarize attendees with the basic organizational, operational and tax laws regarding these entities. (see full course description)

 
 

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Training Course Syllabus:


This seminar is an introduction to and an overview of limited liability companies (LLCs) which were authorized for use in Hawaii effective April 1, 1997; general partnerships and limited liability partnerships (LLPs) covered by the Revised Uniform Partnership Act which brought comprehensive changes in 2000, and limited partnerships and limited liability limited partnerships (LLLPs) covered by the Uniform Limited Partnership Act which brings comprehensive changes in 2004.

Non-corporate limited liability entities, which include LLCs, LLPs and LLLPs, are now authorized and widely used in Hawaii and throughout the U.S. Experience shows that, as a type of business entity, LLCs, LLPs and LLLPs will replace corporations and other types of partnerships as the preferred organizational forms. LLCs, LLPs and LLLPs provide limited liability to owners similar to that provided by corporations, but are treated as partnerships, sole proprietorships or corporate divisions for income tax purposes.

This seminar is intended to familiarize attendees with the basic organizational, operational and tax laws regarding these entities. In addition, this seminar will touch upon potential uses for these entities and will discuss drafting of organizational documents.

Seminar highlights:

  • How you can minimize and manage your tax liabilities
  • What liabilities can you protect against?
  • Why you need an operating agreement

8:30 a.m. - 9:15 a.m.

I. An Overview And Choice Of Entity

A. The Range Of Choices (C Corp, S Corp, LLC, LLP, Limited Partnership, General Partnership)

B. Tax Considerations

C. Business Considerations

D. Other Considerations

9:15 a.m. - 10:15 a.m.

II. Explanation Of The Hawaii Uniform Limited Liability Company Act

A. Formation And Organization

B. Relationship To Third Parties

1. Agency

2. Liability

C. Relationship Among Members And Managers

1. Management And Governance

2. Fiduciary Duties

D. Distributions

E. Transferees And Creditors of Members

F. Dissociation, Dissolution And Termination

G. Conversion And Merger

H. Foreign LLCs

10:15 a.m. - 10:25 a.m.

Break

10:25 a.m. - 11:00 a.m.

II. Explanation Of The Hawaii Uniform Limited Liability Company Act (Continued)

11:00 a.m. - 12:00 p.m.

III. Explanation Of Revised Uniform Partnership Act And Revised Uniform Limited Partnership Act (Effective July 1, 2004)

A. Formation And Organization

B. Relationship To Third Parties

1. Agency

2. Liability – Including Limited Liability Partnerships And Limited Liability Limited Partnerships

C. Relationship Among Partners

1. Management And Governance

2. Fiduciary Duties

D. Distributions

E. Transferees And Creditors Of Partners

F. Dissociation, Dissolution And Termination

G. Conversion And Merger

12:00 p.m. - 1:00 p.m.

Lunch (On Your Own)

1:00 p.m. - 2:15 p.m.

IV. Income Tax Considerations

A. Check The Box Regulations

B. Taxable And Nontaxable Property Contributions

C. Partnership Methods Of Accounting

D. Tax Allocations Among Partners And Capital Account Maintenance (IRC §704(b) Regulations)

E. Basis, At-Risk And Passive Loss Limitations

F. Sale Or Exchange Of A Partnership Interest

G. Death, Retirement Or Withdrawal Of A Partner

H. Partnership Liquidating Distributions

I. Partnerships And Limited Liability Partnerships

J. Limited Liability Companies; Fee Table

2:15 p.m. - 2:45 p.m.

V. Uses Of LLCs

A. To Hold Real Property

B. To Hold Tangible Personal Property Or Intangible Assets

C. Other Uses

2:45 p.m. - 2:55 p.m.

Break

2:55 p.m. - 3:10 p.m.

VI. Securities Law Considerations

3:10 p.m. - 3:30 p.m.

VII. Ethical Considerations

3:30 p.m. - 4:15 p.m.

VIII. Drafting Organizational Documents

A. Articles Of Organization

B. Operating Agreement

4:15 p.m. - 4:30 p.m.

IX. Question And Answer Session

Seminar Summary:

This seminar is intended to familiarize attendees with the basic organizational, operational and tax laws regarding these entities. (see full course description)

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