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Limited Liability Company Form and Operate

Limited Liability Company Form and Operate

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Published by Richard Day
Limited liability companies are a fairly new form of business structure. The first edition of this book was the first How To guide written on the subject, when only a handful of states allowed LLCs to be formed. Now in its fourth edition and covering the nation, this has become the essential guide to the process.
Limited liability companies are a fairly new form of business structure. The first edition of this book was the first How To guide written on the subject, when only a handful of states allowed LLCs to be formed. Now in its fourth edition and covering the nation, this has become the essential guide to the process.

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Published by: Richard Day on Jun 13, 2009
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08/13/2010

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LIMITED LIABILITY COMPANY:How to Form and Operate Your Own
Gregory C. Damman,
 JD
Self-Counsel Press Inc.
(a subsidiary of)
International Self-Counsel Press Ltd.USACanada
 
iii
1WHAT IS ALIMITED LIABILITY COMPANY?
11.History21.1The Wyoming experience 21.2The
IRS
reversal 21.3The
LLC
explosion 22.The major benefits of doing business as an
LLC
32.1Limited liability 32.2Partnership tax status 32.3
LLC
flexibility 43.Apotpourri of additional
LLC
 benefits 43.1International participation 43.2Confidentiality 43.3Estate planning 54.
LLC
disadvantages 54.1Uncertain interstate recognition 54.2Evolving tax status 65.Filing statistics65.1Uniformity 65.2Professionals 75.3Sole proprietors 7
2IS AN LLC THE PROPER ENTITY FOR YOUR BUSINESS?
91.What to consider when choosing a form of business 91.1Nature of the business 91.2Type of owners 91.3Tax considerations 101.4Management considerations 101.5Liability considerations 101.6Record keeping considerations 102.Entity comparison 102.1Sole proprietorship versus
LLC
112.2General partnership versus
LLC
112.3S corporation versus
LLC
112.4C corporation versus
LLC
122.5Limited partnership versus
LLC
12
CONTENTS
 
iv
Limited Liability Company
3HOW TO FORM AN LLC
151.Filing the necessary documents (
ULLCA
section 202) 151.1Articles of Organization 151.2Drafting the Articles of Organization 171.3Amendment of the Articles of Organization (
ULLCA
section 204) 181.4
LLC
name and identification (
ULLCA
sections 105, 106, 107) 192.The filing fees 193.Other potential requirements194.Choosing the state in which to form an
LLC
20
4THE OPERATING AGREEMENT
211.Contents of the operating agreement 212.Signature requirements 223.Changing the operating agreement 22
5CONVERTING AN EXISTING BUSINESS INTO AN LLC
391.Converting a partnership (
ULLCA
sections 902, 903) 392.Converting a corporation 402.1S corporation 402.2C corporation 402.3Corporate
LLC
conversion alternatives 40
6THE BASICS OF LLC MEMBERSHIP
431.
LLC
membership in general 431.1What do I get? What do I want? 431.2Who may be an
LLC
member? 432.The nature of an
LLC
membership interest (
ULLCA
section 501) 442.1Membership contributions (
ULLCA
sections 401, 402) 442.2Membership transfers (
ULLCA
section 502) 453.Leaving an
LLC
463.1Withdrawal or dissociation (
ULLCA
sections 601, 602(a)) 463.2Wrongful dissociation (
ULLCA
section 602) 473.3What happens when an
LLC
member dissociates? (
ULLCA
section 603) 47
7LIABILITY OF MEMBERS
491.The nature of an
LLC
’s “limited liability” (
ULLCA
sections 302, 303) 492.Piercing the
LLC
veil 502.1Inseparability 512.2Undercapitalization 512.3Illegal purpose 512.4Lack of compliance with formalities 512.5Equity and justice 513.How to avoid having the
LLC
veil pierced 52

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