This seminar is designed for attorneys, accountants, business owners, enrolled agents, presidents, CFOs, financial planners, real estate professionals and lenders.
This program will focus on the practical legal and tax considerations involved in the choice of business entities. The course will enable attendees to effectively advise their clients regarding the benefits and disadvantages of using the various entities from both a taxation and business perspective. In particular, practical information will be provided with respect to the formation and operation of each type of entity.
Topics to be discussed include:
• Overview, Comparative Analysis And Formation
• Fiduciary Obligations And Minority Rights
• Ethical Issues
8:30 a.m. - 10:25 a.m.
I. Entity Overview, Comparative Analysis And Formation
A. Sole Proprietorship
B. General Partnership
C. Limited Partnerships
E. Limited Liability Company
F. Limited Liability Partnership
G. Mergers And Conversions
10:25 a.m - 10:35 a.m.
10:35 a.m. - 12:05 p.m.
II. Taxation Of Entities And Members
A. Federal And State Income Tax Issues
B. Distributions And Other Operational Issues
C. Taxation For Foreign Members
D. Compensation Planning
12:05 p.m. - 1:05 p.m.
Lunch (On Your Own)
1:05 p.m. - 2:15 p.m.
II. Taxation Of Entities And Members (Continued)
E. Sales Of Interests (Including Treatment Of Hot Assets)
F. Redemptions Of Interests (Including Guaranteed Payments)
G. Abandoning Interests
H. Mergers And Divisions Of Entities
2:15 p.m. - 2:25 p.m.
2:25 p.m. - 3:25 p.m.
III. Fiduciary Obligations And Minority Rights
A. Nature Of Fiduciary Obligations
B. Sources Of Fiduciary Obligations In Partnership And Limited Liability Company Relationships
C. Limitations On Fiduciary Obligations
D. Consequences Of Limiting Fiduciary Obligations
E. Rights Of Minority Interest Holders In Partnerships And Limited Liability Companies
E. Techniques For Protecting The Rights Of Minority Interest Holders
F. Delaware To Avoid California’s GP Standard For Managers Of LLCs
3:25 p.m. - 4:30 p.m.
IV. Ethical Issues In LLCs, LLPs And Partnerships
A. Ethical Standards And Civil Liability – Competence To Form An LLC, LLP And Partnership – Rule 1.1
B. The Role Of The Attorney As Advisor In LLC, LLP And Partnership Formation
C. Rule 2.2 – Can The Attorney Serve As Intermediary In The Negotiation And Drafting Of The LLC, LLP And Partnership
D. Scope Of Engagement And Securities Law Implications