Gain a better understanding of the key provisions of operating agreements of limited liability companies.
Many people do not understand the flexibility that they have in determining the business terms in an LLC Agreement. They also may not understand how tax issues may impact business issues or the impact of new federal filing obligations relating to beneficial owners of an LLC.
This presentation will help business owners and their lawyers understand the business and drafting flexibility available to them, some of the options available to them with respect to capital contributions, distributions, management, transfer rights and purchase and sale rights.
Learning Objectives
- You will be able to define the different types of equity interests that can be granted to an owner for contributing capital or providing services.
- You will be able to describe alternative governance structures.
- You will be able to discuss potential remedies for failing to make capital contributions.
- You will be able to explain why some members do not have to make capital contributions.
Agenda
Formation
- Corporate Transparency Act
- Operating Agreement/Default Statutes
Tax Status of Entity
Capital Contributions and Remedies for Failure to Contribute
Profits Interest
- Granting Equity to a Partner for Services: Capital V. Profits Interests
- Tax Reporting for Service Provider Receiving Equity
- Vesting and Repurchase Considerations
Governance Structures
- Single Manager/GP Structure, Board Structure, Appointment Rights, Removal
- Special Manager Approval Rights
- Member Approval Rights
- Fiduciary Duties
Distributions
- Prorata/Waterfall
- Catch-up
- Tax Distributions
Transfer Restrictions/Purchase Right
- Permitted Transfers
- Right of First Refusal
- Impasse (Put/Call)
- Drag Rights
- Tag Rights
- Forced Company Sale
Speakers
Ryan Austin,
Loeb & Loeb LLP- Partner, Tax Department, Loeb & Loeb LLP
- Specialist in partnership taxation, regularly advising clients on all aspects of tax planning for LLC/partnership transactions, including formation issues for start-ups and joint ventures, business operations, and exit and sales strategies
- Regular speaker at tax conferences for the California and Los Angeles County Bar Associations
- J.D. Degree, University of Michigan Law School
Allan B. Duboff,
Loeb & Loeb LLP- Partner, Corporate Department, Loeb & Loeb LLP
- Clients range from emerging growth companies, closely held companies, family offices and equity funds to large, well-known public companies, with focus on mergers and acquisitions, joint ventures and LLC matters, private equity, licensing, and general business matters
- Member of California State Bar Drafting Subcommittee for California’s original LLC Act
- Editor and Primary Drafter, Guide to Organizing and Operating a Limited Liability Company in California. The State Bar of California
- Author, ‘Nontax Factors in Structuring the Limited Liability Company,’ Chapter 6 of Forming & Operating California Limited Liability Companies. California Continuing Education of Bar
- J.D. Degree, University of Pennsylvania Law School and MBA, Wharton Graduate School of Business
Who Should Attend
This live webinar is designed for business owners and managers, presidents, vice presidents, directors, office managers, supervisors, controllers, CFOs, accountants, and attorneys.
