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 20 HIGHLIGHTS
This edition includes a lengthy new section (§7:225) on the process of judicial dissociation and the grounds under which a member may be expelled by judicial order. Significant updates to §12:390 cover the IRS’ proposed regulations on the new centralized audit regime, which will impact every partnership and LLC in 2018. This edition also contains:
New case law and regulatory changes
§7:225 Expulsion of a Member
§8:160 Piercing the LLC Veil
§8:230 Withdrawal of Members
§8:490 Single-Member Taxation
§8:638 Successor in Interest/Conversion
§8:642 Fiduciary Duties
§9:320 LLC Estate Planning Case Law
§11:330 Litigation Case Law
§12:560 Judicial Dissolution of LLC and Judicial Dissociation of Member
Agreement for Dissolution and Winding Up
Delaware Single Member LLC Agreement
Redemption Agreement of Limited Liability Company Membership Interests
Updates to the state-specific directory
ABBREVIATED TABLE OF CONTENTS
Introduction to LLCs
Considerations in Using the LLC
Forming the LLC
Articles of Organization
Uniform Limited Liability Company Act
Asset Protection and Estate Planning
LLC Fees Chart 2017
State and Territory Specific Chapters
ABOUT THE AUTHORS
Phillip L. Jelsma is a partner in the San Diego law firm of CGS3 where he specializes in structuring sophisticated real estate and business transactions. His practice focuses on limited liability company and partnership business and tax planning, with an emphasis on real estate and nonprofit corporations. Mr. Jelsma graduated from Stanford Law School in 1986 and from the University of Southern California in 1979. He worked for the Internal Revenue Service, Arthur Young & Company, Luce, Forward, Hamilton & Scripps, and McKenna, Long, and Aldridge prior to joining CGS3, and he is a certified public accountant in California. He also clerked for Judge Howard Turrentine of the Southern District of California.
Mr. Jelsma is the former Chair of the California State Bar Real Estate and Passthrough Committee and the former member of Executive Committee of the Taxation Section of the California Bar. Mr. Jelsma was a member of the Drafting Committee for California’s Limited Liability Company Act (SB 469) and testified on the Act in both the Senate and the Assembly. He has also drafted portions of the subsequent LLC clean-up bills, SB 13, SB 141, SB 1234, AB 1828 and AB 1970 as well as the California Revised Uniform Partnership Act (“RUPA”). He has authored a portfolio book on the State Taxation of LLCs and LLPs for Tax Management.
Mr. Jelsma is the past Chair of the Partnerships and Limited Liability Companies Committee of the Business Law Section of the State Bar of California. He assisted in drafting the new Revised Uniform Limited Partnership Act (“Re-RULPA”), a proposal to allow owners to communicate electronically and proposed amendments to the welfare exemption for LLCs. He is currently a member of the National Conference of Commissioners on Uniform State Laws (“NCCUSL”) drafting committee on a new Uniform Limited Liability Company Act and Uniform Business Trust Act. He is member of the ABA’s Business Law Committee on Partnership and Unincorporated Business Organizations.
Mr. Jelsma has been an adjunct professor of law at University of San Diego since 1989 and has taught courses during the fall semester on Taxation of Real Estate Transactions and a summer course on LLCs and LLPs.
Pamela Everett Nollkamper is president of Gem Legal Management, Inc., a consulting firm in Corona, California. She is on the faculty of Fullerton College in its legal studies program.
Her writing credits include author of Legal Secretary Federal Litigation, Fourth Edition (James Publishing, Inc.); Bankruptcy Courts & Procedures (James Publishing, Inc.) Fundamentals of Law Office Management; Systems, Procedures and Ethics (West Publishing Co.); and many articles for several legal periodicals, including Legal Assistant Today magazine.
Ms. Nollkamper holds a B.V.E. in vocational education and an M.A. in business management. She is listed in Who’s Who in American Law, Who’s Who of Emerging Leaders of America, Who’s Who in the West, Who’s Who of American Women, Who’s Who in Finance and Industry, Who’s Who in American Education, The World Who’s Who of Women, and Who’s Who in the World.