LLC Formation Practice

John Cunningham, Esq. |

John Cunningham, Esq. is a business and tax attorney licensed to practice in New Hampshire and Massachusetts. He is of counsel to the law firm of McLane Middleton, P.A. His practice is focused on LLCs and on assisting clients to maximize their Internal Revenue Code section 199A pass-through deductions.

On-Demand: February 27, 2020

$195.00 3 hour CLE

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Program Summary

The course will provide a plain-English but intensive overview of the legal and federal tax issues in forming (1) single-member LLCs whose members are individuals; (2) single-member LLCs whose members are entities; and (3) multi-member LLCs. The course is designed primarily for business lawyers who do not possess extensive LLC formation experience or substantial expertise concerning the federal taxation of LLCs and their members. It will provide a plain-English explanation of the critical importance of Internal Revenue Code section 199A in LLC formations. However, the course is also designed be useful to lawyers with significant LLC experience and for accountants and business owners. Course materials will include a comprehensive LLC formation checklist and comprehensive lists of legal and tax provisions for inclusion in the operating agreements of single-member and multi-member LLCs.

This course is co-sponsored with myLawCLE.

Key topics to be discussed:

•   LLC management structures in single- and multi-member LLCs
•   Federal tax provisions in multi-member LLC operating agreements
•   Fiduciary issues in multi-member LLC operating agreements
•   Events of dissociation and their consequences in multi-member LLC operating agreements
•   Internal Revenue Code section 199A

Date / Time: February 27, 2020

Closed-captioning available upon request

Speakers

John Cunningham, Esq.

John is the author of Drafting Limited Liability Company Operating Agreements, the leading U.S. LLC formbook and practice manual, and of Maximizing Pass-Through Deductions under Internal Revenue Code Section 199A, the only book on section 199A by a recognized publisher and the leading book in its field. Both of John’s books are published by Wolters Kluwer, a global provider of legal, tax and medical information.

John has taught seminars for the American Bar Association, the American Law Institute and many other organizations of lawyers, accountants and business groups.

Agenda

1. Introduction to the seminar and the speaker
2. LLC law–overview; LLCs and non-tax choice of entity
3. Forming a single-member LLCs for individuals who will be the only members of their single-member LLCs; drafting operating agreements for these LLCs
4. Forming a single-member LLCs whose members will be entities
5. Drafting operating agreements for multi-member LLCs–introduction
6. Drafting operating agreements for multi-member LLCs–management provisions
7. Drafting operating agreements for multi-member LLCs–federal income tax provisions (including provisions under IRC section 199A and Prop. Reg. § 1.1402(a))
8. Drafting operating agreements for multi-member LLCs–provisions concerning dissociation events and their consequences
9. Drafting operating agreements for multi-member LLCs–fiduciary provisions
10. Drafting operating agreements for multi-member LLCs–dispute resolution provisions
11. Drafting operating agreements for multi-member LLCs–dissolution provisions
12. Drafting operating agreements for multi-member LLCs–boilerplate provisions and other miscellaneous provisions