LLC Workshop: Choose, Draft and Maintain
Confidently Work Through the Entire LLC Cycle
Limited liability companies are a hot topic and popular entity for attorneys and business owners-alike. But are you sure you understand this entity option inside and out? Do you know the pros and cons of tax and formation considerations? Can you draft operating agreements that include essential and proactive provisions? Confidently advise clients throughout the entire process: from entity selection to formation and even business conversion. Review the latest legal developments affecting limited liability companies and ensure you are complying with the latest state and federal requirements. Register today!
- Do you know if and when an LLC is the best entity choice for your client? Explore and compare the various entity options so you can make the best decision.
- Understand how LLCs and corporations differ in organizational and governance structures.
- Utilize tax benefits with an understanding of how LLCs are taxed as pass-through entities.
- Review how the “check the box” income tax regulations come into play when forming an LLC.
- Evaluate financing concerns, including how debt will be structured and the impact that can be left on your client.
- Draft articles of organization and operating agreements that protect the rights and interests of the parties you represent.
- Don’t put your business at risk: stay in compliance with current state and federal regulations.
- Work through common challenges and complexities that come up when drafting the operating agreement, such as dividing the profit distributions and capital accounts.
- Review the attorney’s role in entity formation in order to avoid any unethical situations.
- Key Issues Impacting Entity Selection
9:00 - 10:00, William C. Perez
- Analyzing Financing Concerns: The Question of Debt
- Factoring in Equity
- Charging Orders and Foreclosures of LLC Membership Interests
- What About Series LLCs?
- Using New Hybrid Alternatives
- Liability and Operational Implications
- What Does Management Style Have to Do with it?
- Case Law Update
- Entity Taxation: Compare and Contrast
10:00 - 11:00, Matthew P. Miller
- Single Member LLC Taxation as a Disregarded Entity or Corporation
- Multi-Member LLC as a Partnership or Corporation
- Tax Advantages Over Other Entities
- Election Out of Partnership Status
- Flexibility in Allocations
- How Self-Employment Taxes are Covered
- Getting a Tax ID Number
- “Check the Box” Income Tax Regulations
- Forming and Funding an LLC: Procedures, Requirements and Practical Tips
11:15 - 12:15, Jeffrey L. Oakes
- State and Federal Regulation Constraints
- Registering the Name and Other Intellectual Property Concerns
- Filing Formation Documents with the State
- Funding - Asset Transfers and Records
- SBA and Other Loan Programs that Help the Venture
- Lenders’ Requirements for Bankruptcy Remote Single Asset LLCs as the Borrower
- Continuing Obligations and Costs
- Drafting LLC Operating Agreements
1:15 - 2:15, Albert O. Saulsbury and Steven C. Serio
- State Statutory Fiduciary Duties
- Duration and Function of the Business
- Number of Members, Type of Members and Objective
- Rights of First Refusal
- Rights and Responsibilities of Members and Managers
- Classification for Tax Purposes
- Initial Contributions and Additional Capital Calls
- Allocations and Distributions
- Withdrawal of Memberships
- Sample Operating Agreement Review
- Business Entity Operation and Conversion
2:30 - 3:30, Albert O. Saulsbury and Steven C. Serio
- Exit Strategies for Members
- Handling Disputes Between Members or Shareholders
- Cross-Species Mergers, Acquisitions and Conversions
- Doing Business Across State Borders
- Maintaining the Status of the Business
- Business Succession and Other Estate Planning Considerations
3:30 - 4:30, Jeffrey L. Oakes
- Who is the Client? The LLC or Members?
- Ethical Standards and Civil Liability
- Adequacy of Fees and Charges
- The Role of the Attorney as Advisor in Entity Formation
- Avoiding Conflicts of Interest
- Confidentiality - Information Derived From an Earlier Representation