Limited Liability Company and Partnership Answer Book : 2008 Cumulative Supplement

by Martin, Alson R.

• ISBN13: 9780735574830
• ISBN10: 0735574839
• Edition: 2nd
• Format: Paperback
• Copyright: 2008-03-01
• Publisher: Wolters Kluwer

Table of Contents

List of Questions	p. xxiii
Choice or Change of Entity	p. 1-1
Conducting Business as a Limited Liability Company	p. 1-1
Choosing the "Right" Business Form: New Businesses	p. 1-4
Choosing the "Right" Business Form: Existing Businesses	p. 1-25
Formation	p. 2-1
Comparing LLC Acts and Statutes	p. 2-1
Forming the LLC	p. 2-5
Converting an Existing Business to an LLC	p. 2-16
Merging with LLCs and Other Entities	p. 2-18
Qualifying as a Foreign LLC	p. 2-21
Tax Classification	p. 3-1
The "Check-the-Box" Regulations	p. 3-1
Continuity of Life	p. 3-14
Free Transferability of Interest	p. 3-20
Centralized Management	p. 3-24
Limited Liability	p. 3-26
Capital Contributions and Distributions	p. 4-1
Formation	p. 4-1
Enforcement of Commitments to Contribute Capital	p. 4-4
Distributions	p. 4-7
Management and Control	p. 5-1
The Operating Agreement	p. 5-1
Management of the LLC	p. 5-16
Member-Managed LLCs	p. 5-30
Manager-Managed LLCs	p. 5-37
Choice of Member-Managed or Manager-Managed LLC	p. 5-44
Fiduciary Duties and Duty of Care	p. 5-45
Derivative Suits	p. 5-73
Other Litigation Issues Involving LLCs	p. 5-75
Members' Interests	p. 6-1
Overview	p. 6-1
Transferability of an Interest	p. 6-6
Withdrawal	p. 6-33
Limited Liability	p. 6-36
Property of the LLC	p. 6-52
Members' Interests, Employment Discrimination, and Worker's Compensation	p. 6-59
Taxation	p. 7-1
Capital Accounts and Other Items	p. 7-2
Formation and Consequences to the Members	p. 7-2
Consequences to the LLC: Start-Up Decisions and Tax Elections	p. 7-16
Partnership Operations	p. 7-17
Single-Member LLCs (SMLLC)	p. 7-20
Transfer of an LLC Interest	p. 7-32
Conversion of a Corporation or Partnership to an LLC; Conversion of an LLC to a Corporation; Mergers Involving LLCs	p. 7-34
Qualified Retirement Plans	p. 7-44
Self-Employment Tax	p. 7-47
Other Tax Issues	p. 7-53
Options, Warrants, Convertible and Restricted Interests	p. 7-70
Anti-Abuse Regulations Applicable to LLCs and LLPs	p. 7-79
Dissolution	p. 8-1
Dissolution Events	p. 8-1
Process of Dissolution	p. 8-7
Securities and Bankruptcy Laws	p. 9-1
Securities Laws	p. 9-1
Bankruptcy Laws	p. 9-13
Bankruptcy of a Member	p. 9-21
Specialized Uses for Business, Estate Planning, and Personal Use Assets	p. 10-1
General Business Applications	p. 10-1
Real Estate and Joint Ventures	p. 10-2
Estate Planning	p. 10-6
Personal Use Assets	p. 10-10
Limited Liability Partnerships	p. 11-1
In General	p. 11-1
Choosing an LLP or an LLC	p. 11-7
Extent of Liability Protection	p. 11-14
Formation, Costs, and Operational Issues	p. 11-17
LLPs and the Effects of Dissolution, Dissociation, and Termination	p. 11-27
Professional LLCs and LLPs: Comparison with General Partnerships and Professional Corporations	p. 12-1
General Partnership of Professionals: No Longer the Preferred Practice Entity	p. 12-2
Characteristics of the Corporation for Professionals	p. 12-3
Professional Corporation Statutes: Similarities and Differences	p. 12-4
The LLC for Professionals	p. 12-6
The LLP for Professionals	p. 12-9
Using Two Entities	p. 12-10
Multistate Professional Practices	p. 12-11
Issues in Using the LLP	p. 12-12
Issues in Using the LLC	p. 12-13
Fiscal Year, Medicare, Pensions, and Employee Benefits	p. 12-17
Medical/Dental Insurance and Reimbursement Plans	p. 12-22
Special Fringe Benefit Tax Rules for Regular C Corporations	p. 12-23
Family Limited Partnerships and Family LLCs	p. 13-1
Overview	p. 13-1
Creditor Protection	p. 13-2
Tax Advantages to the Business	p. 13-7
Income Tax Advantages and Issues to the Partners/Members	p. 13-8
Gift and Estate Tax Advantages	p. 13-25
Valuation Discounts	p. 13-48
Alternatives to the Family Limited Partnership or Family LLC	p. 13-64
Challenges to the Family Limited Partnership and Family LLC	p. 13-68
Registration of Foreign LLCs	p. A-1
Analysis of LLCs by State	p. B-1
Comparison Chart: Regular and S Corporations, LLC, Limited Partnership (LP), General Partnership (GP), and LLP	p. C-1
Articles of Organization	p. E-1
State Formation and Ownership Requirements	p. M-1
Tables
Administrative Announcement Table	p. T-1
Internal Revenue Code	p. T-3
Treasury Regulations Sections	p. T-7
Table of Cases	p. T-9
Index	p. IN-1
Table of Contents provided by Ingram. All Rights Reserved.