LLC Forms and Answers
For guidance on efficiently forming and expertly advising LLCs, turn to Phillip L. Jelsma and Pamela Nollkamper’s The Limited Liability Company.
You will find the book and free Digital Access filled with practical advice, hundreds of reproducible forms, tax consideration, state-by-state analysis, and more:
- Pre-formation checklists; mandatory state articles of organization, with alternative provisions; state default rules; sample operating agreements, with opt-in features checklist and drafting outline; buy-sell agreements
- Procedures and issues
- Drafting stategies; entity conversion; forum shopping; ethical pitfalls; piercing the LLC veil; securities considerations
- State-specific forms, directories, charts and citations
- Mandated articles of organization; filing procedures; all statutory requirements; and more…
Whether used for business, tax, asset protection, or estate planning reasons, the versatility and simplicity of LLCs make them a popular choice.
Now you can efficiently form LLCs custom-tailored to a variety of purposes, and provide quick answers to a wide range of client LLC questions with The Limited Liability Company.
The Limited Liability Company provides complete materials for every state – all statutory requirements and forms:
- Content permitted in articles of organization and operating agreements
- Name reservation, filing and other formation procedures and fees
- Complete statutory requirements, including default rules, capital contributions, profit-sharing, professional LLCs, and record-keeping
- IRS Revenue and letter rulings
- Names, addresses, phone numbers, and websites of governing state agencies
- A complete set of forms and source material
- Speeds Formation Tasks
Drafting checklists and digitized forms allow you to quickly create customized formation documents.
The free Digital Access includes over 30 completed articles of organization for a wide variety of purposes, including: a flexible approach, bullet-proof, modified bullet-proof, family LLC, office building, real estate, ranch/farm, professional LLC, liquor license, international, employment creation, treaty trader, and family company.
Numerous alternative article provisions are also provided: management, committees, transfers, members, voting, notice, operating, arbitration, merger, share exchange, consolidation, and more.
Also provided are model operating agreements and buy-sell agreements, both with alternate provisions and drafting outlines.
Detailed Tax Guidance
A comprehensive tax chapter addresses the most troublesome taxation issues you will encounter with LLCs, including the following:
- Taxation of member contributions.
- Tax allocations for contributed property.
- Effect of debt on member’s basis.
- Allocation of partnership tax items.
- Application of at-risk rules.
- Passive loss restrictions.
- Partnership conversion.
- Professional partnership conversion.
- Corporation conversion.
- Self-employment tax.
- Discount valuation problems.
- Prevent Operating Problems
Artful drafting can avoid many governance challenges, since many common LLC problems are both foreseeable and preventable. The Limited Liability Company provides drafting advice and alternate clauses to help avoid abuse by majority owners, operational deadlock, divorce of member, discharge of minority owners, unfair distribution of profits, withdrawal of members, mergers and acquisitions, and more.
Key Issues and Procedures
To help you traverse other difficult areas, The Limited Liability Company provides detailed discussions, step-by-step procedures, digitized forms, and citations to controlling authority. For example, the book walks you through these challenges:
- Ethical pitfalls for the practitioner.
- Determining whether an investment contract exists.
- 9 ways to convert an existing entity to an LLC, including tax considerations and issues for professional partnerships.
- Factors to consider when forum shopping.
- Block voting issues and procedures.
- Acquisitions, mergers, reorganizations, and dissolutions.
- Checklist of recommended operating records and documentation.
- Contributions of capital, allocation of losses, and distribution of profits.
- The challenges of single-member LLCs.
- Piercing the LLC veil.
- Creditors’ rights, bankruptcy.
- Capitalization and dissolution litigation.
Revision 19 Highlights
This edition includes a lengthy new section (§5.22) on tax issues and clauses reflecting the Bipartisan Budget Act of 2015’s changes in the tax audit rules for LLCs effective January 1, 2018. The section contains multiple alternative operating agreement clauses. This edition also contains:
New case law and regulatory changes
§4:20 Pre-Formation Issues
§6:173 Self-Employment Taxes
§6:175 Special Allocations, Special Distributions, and Contributed Property Issues
§6:177 Tax Matters Member
§6:180 Interpretation of Operating Agreement
§8:150 Limited Liability of Members and Managers
§8:340 Books and Records
§8:639 Creditor’s Remedies
§8:642 Fiduciary Duties
§8:643 Transfer of Interests
§11:330 Arbitration, Derivative Suits
New forms in Digital Access
Agreement for Dissolution and Winding Up
Convertible Promissory Note
Tenancy in Common Agreement
Updates to the state-specific directory