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

Jeff 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

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

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.

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