Fundamentals of LLC and Corporation Formation, Operating Agreements, Dissolution and Tax Considerations (2024 Edition)

Jeff Cunningham
Micah J. Stewart
Noel D. Humphreys
Jeff Cunningham | Bradley Arant Boult Cummings LLP.
Micah J. Stewart | LaPorte CPAs & Business Advisors
Noel D. Humphreys | Connell Foley LLP

On-Demand: February 27, 2024

3 hour CLE

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Program Summary

Session I - Business Entities Demystified: Navigating the Landscape of Formation and Operation – Jeff Cunningham

Embark on a journey into the fundamental realm of business entities with our comprehensive guide, "Business Entities Demystified." Uncover the essentials as we break down the basics of Sole Proprietorship, Partnership, LLC, and Corporation, providing insights into the advantages and disadvantages of each entity type. Dive deeper into the intricacies of LLC formation, exploring legal requirements, and gaining a thorough understanding of crafting a comprehensive Operating Agreement. Learn about member rights and responsibilities and elevate your knowledge through real-world case studies that showcase best practices in LLC formation. Whether you're a seasoned entrepreneur or a newcomer to the business world, this guide equips you with the knowledge needed to make informed decisions and lay a solid foundation for your business journey.

Key topics to be discussed:

  • Understanding the Basics: Sole Proprietorship, Partnership, LLC, and Corporation
  • Advantages and Disadvantages of Each Entity Type
  • Legal Requirements for Forming an LLC
  • Crafting a Comprehensive Operating Agreement
  • Member Rights and Responsibilities
  • Case Studies: Best Practices in LLC Formation

Session II - Tax Considerations for LLCs and Corporations - Micah Stewart

Navigating the complexities of tax considerations is crucial for LLCs and corporations alike. This comprehensive guide provides an overview of the tax implications for different business entities, shedding light on the intricate world of pass-through taxation specifically tailored for Limited Liability Companies (LLCs). Delving into the corporate realm, the comparison between C Corporations and S Corporations unveils distinct approaches to taxation, helping businesses make informed choices. The resource extends beyond mere insights, offering practical tax planning strategies designed to empower small businesses. Whether deciphering pass-through taxation nuances for LLCs or weighing the pros and cons of C versus S Corporations, this guide serves as a valuable compass for businesses aiming to optimize their tax structures and navigate the intricate landscape of tax planning.

Key topics to be discussed:

  • Overview of Tax Implications for Different Business Entities
  • Understanding Pass-through Taxation for LLCs
  • Corporate Taxation: C Corporations vs. S Corporations
  • Tax Planning Strategies for Small Businesses

Session III - Strategic Navigation: Amendments, Pitfalls, and Dissolution in Business Operations – Noel Humphreys

Embark on a strategic exploration of crucial aspects in business operations with our insightful guide. Learn the art of making amendments to Operating Agreements and Bylaws, ensuring your business adapts to evolving needs and remains legally sound. Delve into the intricacies of common pitfalls and discover proactive measures to avoid them, safeguarding the stability and growth of your enterprise. Recognize the signs indicating it's time for dissolution and gain valuable insights into the dissolution process for both LLCs and Corporations. Navigate the complex terrain of distributing assets and settling debts, gaining a comprehensive understanding of the financial aspects that come with concluding business operations. Whether you're a business owner or a stakeholder, this guide equips you with the knowledge to strategically maneuver through critical decisions and transitions in your business journey.

Key topics to be discussed:

  • Making Amendments to Operating Agreements and Bylaws
  • Common Pitfalls and How to Avoid Them
  • Recognizing When It's Time: Signs for Dissolution
  • The Dissolution Process for LLCs and Corporations
  • Distributing Assets and Settling Debts

This course is co-sponsored with myLawCLE.

Closed-captioning available

Speakers

Jeff Cunningham_ Bradley Arant Boult Cummings LLP_FedBarJeff Cunningham | Bradley Arant Boult Cummings LLP.

Jeff Cunningham is a Partner with Bradley Arant Boult Cummings LLP. He routinely advises growing entrepreneurial businesses regarding all aspects of the business life cycle, from entity selection and formation through fund raising and operational growth and maturity, all the way to the sale of the business in an exit transaction.

Listed in The Best Lawyers in America®, Corporate Law, 2021-2024.

 

Micah-J.-Stewart_LaPorte-CPAs-&-Business-Advisors_FedBarMicah J. Stewart | LaPorte CPAs & Business Advisors

Micah has experience in tax planning for partnerships, S corporations, corporations  individuals, gratuitous transfers, trusts, and estates. He also has an extensive background in international tax planning. Micah leads the firm’s efforts in timely legislative and regulatory guidance and presents numerous seminars to the firm’s clients and professional organizations. He is also the lead in the firm’s tax planning as it relates to cryptocurrencies. Micah’s engagements include business and tax planning for national and international companies and assistance with reorganization, merger, and acquisition tax issues. In addition, he is an adjunct professor at the Louisiana State University Paul M. Hebert Law Center.

Prior to joining LaPorte, Micah was an associate attorney for a large regional law firm where he concentrated his efforts on tax planning for families and businesses and in the field of tax incentive planning. He was previously a manager at a Big Four accounting firm in New Orleans where he focused on international taxation and general business planning. Micah began his professional career in 2005 and joined LaPorte in 2011.

 

Noel-D.-Humphreys_Connell-Foley-LLP_myLawCLENoel D. Humphreys | Connell Foley LLP

A transactional lawyer working closely with business clients, Noel Humphreys actively participates in the ins and outs of business organizations. He focuses his practice on business transactions, lending transactions, organizational governance, and intellectual property. Noel has participated in hundreds of business combinations ─ mergers, asset acquisitions, joint ventures, strategic alliances, sourcing relationships and stock purchases ─ as well as settlements of disputes within family-owned businesses.

Operating agreements for limited liability companies and partnership agreements are also an important aspect of Noel’s practice, as entities often face movement among their members or partners. With businesses expanding globally, Noel also helps structure U.S.-based subsidiaries and joint ventures with European, Chinese, and South American parents and partners. In addition, Noel represents employers and employees in employment contracts and consulting and services arrangements. He has also represented lenders and borrowers of all sizes in loan transactions and recently represented a leading U.S. bank in lending transactions with middle market companies.

Agenda

Session I – Business Entities Demystified: Navigating the Landscape of Formation and Operation | 12:00pm – 1:00pm

  • Understanding the Basics: Sole Proprietorship, Partnership, LLC, and Corporation | 12:00pm – 12:10pm
  • Advantages and Disadvantages of Each Entity Type | 12:10pm – 12:20pm
  • Legal Requirements for Forming an LLC | 12:20pm – 12:30pm
  • Crafting a Comprehensive Operating Agreement | 12:30pm – 12:40pm
  • Member Rights and Responsibilities | 12:40pm – 12:50pm
  • Case Studies: Best Practices in LLC Formation | 12:50pm – 1:00pm

Break | 1:00pm – 1:10pm

Session II – Tax Considerations for LLCs and Corporations | 1:10pm -2:10pm

  • Overview of Tax Implications for Different Business Entities | 1:10pm – 1:25pm
  • Understanding Pass-through Taxation for LLCs | 1:25pm – 1:40pm
  • Corporate Taxation: C Corporations vs. S Corporations | 1:40pm – 1:55pm
  • Tax Planning Strategies for Small Businesses | 1:55pm – 2:10pm

Break | 2:10pm – 2:20pm

Session III – Strategic Navigation: Amendments, Pitfalls, and Dissolution in Business Operations | 2:20pm – 3:20pm

  • Making Amendments to Operating Agreements and Bylaws | 2:20pm – 2:30pm
  • Common Pitfalls and How to Avoid Them | 2:30pm – 2:40pm
  • Recognizing When It’s Time: Signs for Dissolution | 2:40pm – 3:00pm
  • The Dissolution Process for LLCs and Corporations | 3:00pm – 3:10pm
  • Distributing Assets and Settling Debts | 3:10pm – 3:20pm

Credits

Alaska

Approved for CLE Credits
3 General

Our programs are CLE-eligible through Alaska's recognition of multi-jurisdictional reciprocity.
Alabama

Pending CLE Approval
3 General

Arkansas

Approved for CLE Credits
3 General

Our programs are CLE-eligible through Arkansas's recognition of multi-jurisdictional reciprocity.
Arizona

Approved for CLE Credits
3 General

California

Approved for CLE Credits
3 General

Colorado

Pending CLE Approval
3 General

Connecticut

Approved for CLE Credits
3 General

District of Columbia

No MCLE Required
3 General Hours

Delaware

Approved for CLE Credits
3 General

Florida

Approved for CLE Credits
3.5 General

_________________________________________ Certification Credits: 3.5 Tax Law, or 3.5 Business Litigation To request these credits attorneys must contact us to issue a manual certificate. Phone: (877) 406-8636 Email: [email protected]
Georgia

Approved for CLE Credits
3 General

Hawaii

Approved for CLE Credits
3 General

Iowa

Pending CLE Approval
3 General

Idaho

Pending CLE Approval
3 General

Illinois

Approved for Self-Study Credits
3 General

Indiana

Approved for Self-Study Credits
3 General

Kansas

Pending CLE Approval
3 General

Kentucky

Pending CLE Approval
3 General

Louisiana

Pending CLE Approval
3 General

Massachusetts

No MCLE Required
3 General Hours

Maryland

No MCLE Required
3 General Hours

Maine

Pending CLE Approval
3 General

Michigan

No MCLE Required
3 General Hours

Minnesota

Approved for Self-Study Credits
3 General

Missouri

Approved for CLE Credits
3.6 General

Mississippi

Pending CLE Approval
3 General

Montana

Pending CLE Approval
3 General

North Carolina

Pending CLE Approval
3 General

North Dakota

Approved for CLE Credits
3 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
3 General

myLawCLE reports attendance to Nebraska on each attorney's behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
3 General

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
3.6 General

Our programs are CLE-eligible through New Jersey's recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for Self-Study Credits
3 General

Nevada

Approved for Self-Study Credits
3 General

New York

Approved for CLE Credits
3.6 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “A”.
Ohio

Approved for Self-Study Credits
3 General

Oklahoma

Pending CLE Approval
3.5 General

Oregon

Approved for Self-Study Credits
3 General

Pennsylvania

Approved for Self-Study Credits
3 General

Rhode Island

Pending CLE Approval
3.5 General

South Carolina

Pending CLE Approval
3 General

South Dakota

No MCLE Required
3 General Hours

Tennessee

Pending CLE Approval
3 General

Texas

Pending CLE Approval
3 General

Utah

Pending CLE Approval
3 General

Virginia

Not Eligible
3 General Hours Hours

Vermont

Approved for CLE Credits
3 General

Washington

Approved via Attorney Submission
3 Law and Legal

For CLE course attendance credit, Washington state attorneys must self-apply to the Washington State Bar. myLawCLE will supply Washington state attorneys with the self-application package and instructions on how to gain credit.
Wisconsin

Approved for Self-Study Credits
3.5 General

West Virginia

Pending CLE Approval
3.5 General

Wyoming

Pending CLE Approval
3 General

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