The Operations Manual for LLCs / Edition 1

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Overview

Keep Your LLC in Compliance

After you've formed your LLC, this book is a must-have resource. Mindful of the complications and numerous requirements that surround LLCs, experienced attorney Michael Spadaccini walks you through the details of what you need to know about your state's LLC act as well as the procedures for dealing with the extensive rules and regulations. In this quick-reference format, you'll learn about LLC legal formalities, internal governance, record-keeping, vital LLC mechanics and more-all critical information that will allow you to spend less time researching procedures and more time running a successful business!

Spadaccini covers:

  • Explanations and definitions of LLC company acts, articles of organization and operating agreements and how they impact your decisions
  • LLC roles and the division of responsibility among participants to reduce your potential personal liability
  • Handling ownership and ownership units
  • Legally mandated formalities: business records, conducting and recording meetings, taking corporate actions, issuing stock and more
  • Framework for maximizing LLC personal liability protection

Save thousands of dollars in attorney's fees and ensure the success of your LLC with this professional guidance!

For 30 years, Entrepreneur has provided the most trusted business advice available to business owners. Our legal guides continue that tradition by offering current and cost-effective legal advice so you can resolve the business and legal issues you face on a daily basis. We also help you identify when it's in your best interest to seek the personalized advice and services of a practicing lawyer.

All the forms your LLC needs!

Sample documents include:

  • Long-Form Operating Agreement for Member-Managed LLC
  • Long-Form Operating Agreement for Manager-Managed LLC
  • Alternative Provision for Use in Long-Form Operating

Agreements:

  • Book Value Method of Valuation
  • Capitalization of Earnings Method of Valuation
  • Appraisal Method of Valuation
  • Notice to Remaining Members by a Member Desiring to Withdraw from LLC
  • Notice to Withdrawing Member
  • Written Consent of Members to Expel Member from LLC
  • Notice to Member of Expulsion from LLC
  • Resolution Authorizing Manager to Transfer Property
  • Resolution Authorizing a One-Time Mandatory Capital Contribution from LLC Members
  • Notice of Year-End Distribution
  • Resolution of Members Converting Member-Managed LLC into Manager-Managed LLC
  • Supplemental LLC Forms
  • State Reference Information

Michael Spadaccini is a practicing attorney specializing in business, trademark, securities and internet law. He has 14 years of experience as a corporate attorney and has written several self-help legal guides, including Forming an LLC, Essential Corporation Handbook and Ultimate Book of Business Forms.

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Product Details

  • ISBN-13: 9781599181608
  • Publisher: Entrepreneur Press
  • Publication date: 1/4/2008
  • Series: Entrepreneur Magazine's Legal Guide Ser.
  • Edition description: Paperback with CD
  • Edition number: 1
  • Pages: 288
  • Product dimensions: 7.50 (w) x 8.90 (h) x 1.00 (d)

Meet the Author

Michael Spadaccini is a practicing attorney specializing in business, trademark, securities and internet law. He has 14 years of experience as a corporate attorney and has written several self-help legal guides, including Forming an LLC, Essential Corporation Handbook and Ultimate Book of Business Forms.

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Table of Contents

Preface     xi
Acknowledgments     xvi
About the Author     xvii
Sources of Authority     1
LLCs and Limited Liability Company Acts     3
Simplicity and Flexibility     4
Is an LLC a Type of Corporation?     6
How LLCs Are Formed     7
How LLCs Are Governed     7
Professional Limited Liability Companies     9
Limited Liability Company Acts     10
Filing Mechanics     13
Articles of Organization and the Operating Agreement     14
Purposes and Powers     15
Limited Liability Company Names     17
Membership Interest: The LLC Equivalent of Corporate Stock     25
Fundamental Changes     28
FSale of Assets     32
Dissenters' Rights/Members' Appraisal Rights     38
LLC Records     40
Foreign LLCs     42
Where Do You Organize?     45
Why Are You Required to File Documents?     51
Final Thoughts on Limited Liability Company Acts     52
Articles of Organization     57
What Information Should You Include in Your Articles?     59
How Do You Amend Your Articles?     60
Should You Organize by Yourself or Hire an Attorney?     62
Final Thoughts on Articles of Organization     65
The Limited Liability Company Operating Agreement     71
How Is an Operating Agreement Made Effective?     75
How Do You Amend Your LLC's Operating Agreement?     75
Final Thoughts on Operating Agreements     76
Taxes and General Information for All Businesses     99
Local Taxes, Local Licenses     99
Partnership Taxation     100
LLC Taxes: What to File and How to File at Year-End     101
LLC Taxes: Employment and Payroll Taxes     107
Three Languages for Three Types of Business Entities     109
The Limited Liability Company Players     111
Promoters, Organizers, Managers, Officers, and Agents     113
Promoters     114
Organizers     115
Managers, Board of Managers, and Committee of Managers     116
Duties of Due Care and Loyalty     121
Statutory Sources of Liability for Managers     124
Advisory Boards     124
Indemnification and Insurance for Managers and Officers     129
Members     130
Principles of Agency Law     131
Final Thoughts on the Players     133
Handling Ownership and Ownership Units     135
LLC Ownership and LLC Stock     137
Equity, Ownership, Stock, and Securities Laws     139
Characteristics and Classes of Membership Interests     146
Dividends     150
Pre-emptive Rights     153
Agreements to Control Ownership and Management     161
Restricting Admission of New Members     162
Expelling Members from the LLC     164
LLC Formalities: Meetings, Minutes, and Resolutions of Managers and Members     171
Manager's Meetings     173
Is It a Regular Meeting or a Special Meeting?     176
Is Notice of the Meeting Required?     176
Is There a Meeting Agenda?     177
Are Formal Procedures Required?     177
Are There Any Voting Requirements for the Managers?     180
Can Managers Act without a Formal Meeting?     181
Who Serves as Managers?     182
Manager Liability and the Business Judgment Rule     182
Final Thoughts on Managers' Meetings     183
Annual Meeting of Managers Checklist     184
Members' Meetings     189
Is Your Meeting Annual or Special?     190
Who Can Call a Special Meeting?     191
Is Notice of the Meeting Required?     191
Is a Quorum Required?     193
Who Can Vote at a Members' Meeting?     193
Annual Meeting Checklist for Members     202
Minutes of Meetings, Resolutions by Consent, and More Paperwork     203
Recording Meetings of Managers and Members with Minutes     204
An Alternative to Minutes: Written Consent Resolutions     212
Annual and Periodic Reports     215
LLC Record-Keeping     216
LLC Identity and Integrity     218
LLC Paperwork Checklist     221
Employment Agreements and Personnel Policy Manuals     249
Corporate Identity and Status     250
Final Thoughts on Paperwork     255
Corporate Paperwork Checklist     255
LLC Lawsuits and Personal Liability Protection     225
Suing and Being Sued As a Corporation     227
The LLC Sues     228
The LLC Is Sued     228
Owner Suits     229
Final Thoughts on Lawsuits     231
How to Effectively Manage Your LLC to Maximize Liability Protection     233
Introduction     233
Disregarding the LLC Entity      236
Instrumentality/Alter Ego     237
Contract and Tort Claims     239
Taxicab Cases     240
Personal Injury Cases and Claims     241
Contract Creditors and Contract Claims     242
Government Claims     244
Parent as Alter Ego of Subsidiary     247
The Seven Most Important Liability Protection Rules     249
Liability Protection: Corporation vs. LLC     251
Final Thoughts on Liability Protection     251
Using Your Professional Team     255
Guidelines for Selecting and Working with Your Pros     256
Final Thoughts on Using Your Professional Team     260
Conclusion     260
Supplemental LLC Forms     263
Glossary     315
Index     331

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