Training Course Syllabus:

Help Your Business Clients Make the Best Use of LLCs

Hanging your own shingle is a step that often causes much trepidation. Are you doing everything you can to help your clients get a head start on their business ventures, no matter how small? This comprehensive overview offers fundamental techniques for selecting the right business structure for the specific purpose of the enterprise and laying out the rules of its operation. Walk your clients through every step of the process as they create, modify and operate their business ventures. Register today!  

• Get practical tips for choosing, forming and converting a business structure to best match your client's specific goals.
• Walk through the process of LLC formation to comply with regulations and make sure no key steps are missed.
• Compare strategies for converting different business structures into LLCs.
• Outline specific rules for the members' admittance, compensation and exit.
• Get LLC tax planning tips for the most favorable positioning and impeccable reporting.
• Review a sample small business buy-sell agreement and find out what common drafting mistakes to avoid.
• Insulate your clients' wealth from creditors with skillful entity design.
• Learn how to properly execute a change of jurisdiction and understand its implications.
• Weigh the pros and cons of common and new organizational structures to determine what works best for a particular client.
• Explore common ethical dilemmas faced in LLC formation and prevent legal malpractice and fiduciary liability.

1. LLC vs. Incorporation: Choosing the Right Business Structure
   9:00 - 9:45, Robert L. Morton
   1. Defining the Purpose of the Company
   2. S Corporation vs. LLC
   3. Partnerships, FLPs and Others
   4. LLC-Corporate Hybrids
   5. Single-Member, Multi Member, Selection
2. Forming an LLC: Procedure, Requirements and Practical Tips
   9:45 - 10:30, Robert L. Morton
   1. State and Federal Regulation Compliance
   2. Registering the Name and Other Intellectual Property Concerns
   3. Getting a Tax ID Number
   4. Filing Formation Documents with the State
   5. Funding – Asset Transfers and Records
   6. SBA and Other Loans and Programs that May Help the Venture
3. Drafting the Operating Agreement
   10:45 - 12:00, Robert L. Morton
   1. Duration and Function of the Business
   2. Number, Duties and Powers of the Members
   3. Admittance and Exit of Members and Transfer of Membership
      1. Retirement – Minimum Retirement Age and Mandatory Retirement Age
      2. Death
      3. Expulsion for Cause
      4. Termination by Member
         1. Non-Competition Clauses
         2. Buy-Out Price
      5. Regulations on Entity Structuring
   4. Management Structure
   5. Initial Funding and Future Contributions
   6. Distributions to Members: Timing, Structure
   7. Liability to Creditors
   8. Review of a Sample Operating Agreement
   9. Delaware LLCs and Recent Case Law on Determining Home Jurisdiction of a Business – Where Would You Go to Court if You Had To?
4. Maximizing Tax Advantages of the LLC at Formation and During Operation
   1:00 - 2:00, Eugene W. Chianelli Jr.
   1. “Check the Box” Regulations
   2. Self-Employment Tax Issues
   3. Interaction of LLCs with Trusts and Other Asset Protection Tools
   4. Assets Allocation and Transfers
   5. Annual and Final Reporting
   6. What Counts as a Business Expense for Tax Purposes?
   7. State Tax Effects
5. The Ethics of LLC Formation and Conversion
   2:00 - 3:00, Eugene W. Chianelli Jr. and Robert L. Morton
   1. Whom do You Represent?
   2. Conflicts of Interest and Waivers
   3. Special Considerations for In-House Counsel
   4. Attorney Fees
   5. Multi-Jurisdictional Practice of Law
   6. Confidentiality
   7. Fiduciary Liability
6. Mergers and Conversions: Key Procedures and Tax Challenges
   3:15 - 4:30, Eugene W. Chianelli Jr.
   1. Converting to an LLC: Forms of Transaction
      1. Liquidation, then Formation
      2. Parallel Operations
      3. Installment Sale, then Liquidation
   2. Conversion Tax Consequences and Tactics
      1. From a Sole Proprietorship
      2. From a C-Corporation
      3. From a General Partnership
      4. From an S-Corporation
   3. Changing Jurisdictions
      1. DBA
      2. Registering as a Foreign Jurisdiction LLC
   4. Sample Buy-Sell Agreement for a Simple Buyout
   5. Transfer of Liability
   6. Debt Restructuring

Seminar Summary:

This comprehensive overview offers fundamental techniques for selecting the right business structure for the specific purpose of the enterprise and laying out the rules of its operation. (see full course description)

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