LLC Formation Practice


CLE credits earned: 2 GENERAL (or 2 LAW & LEGAL for WA state)

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: March 20, 2020

•   2:00 pm – 4:00 pm Eastern
•   1:00 pm – 3:00 pm Central
•   12:00 pm – 2:00 pm Mountain
•   11:00 am – 1:00 pm Pacific

Choose a format:

•   Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•   On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 7 business days after the original recording date and are view-able for up to one year.

Select your state to see if this class is approved for CLE credit.

Choose the format you want.


Original Broadcast Date: February 27, 2020

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. The link to his website is

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.

Accreditation Policy
myLawCLE seeks accreditation for all programs in all states. (Accreditation for paralegals sought thru NALA and NFPA paralegal associations.) Each attending attorney/paralegal will receive a certificate of completion following the close of the CLE program as proof of attendance. In required states, myLawCLE records attorney/paralegals attendance, in all other states attorney/paralegal is provided with the approved CLE certificate to submit to their state bar or governing association.

    Automatic MCLE Approvals

All myLawCLE CLE programs are accredited automatically either directly or via reciprocity in the following states: AK, AR, CA, CT, FL, HI, ME, MO, MT, ND, NH, NM, NJ, NY, and VT. (AZ does not approve CLE programs, but accepts our certificates for CLE credit.)

    Live Video Broadcasts

Live video broadcasts are new live CLE programs being streamed and recorded for the first time. All of these programs qualify for “Live” CLE credit in all states except NV, OH, MS, IN, UT, PA, GA, and LA —these states require in-person attendance to qualify for “Live” CLE credit.

    “Live” Re-Broadcasts

“Live” Re-broadcasts are replays of previous recorded CLE programs, set on a specific date and time and where the original presenting speakers calls in live at the end of the event to answer questions. This “live” element allows for “live” Re-broadcast CLEs to qualify for “Live” CLE credits in most states. [The following states DO NOT allow for “live” CLE credits on re-broadcast CLEs: NV, OH, MS, IN, UT, PA, GA, and LA]

Many states allow for credit to be granted on a 1:1 reciprocal basis for courses approved in another mandatory CLE jurisdiction state. This is known as a reciprocity provision and includes the following states: AK, AR, HI, CT, FL, ME, MO, MT, ND, NH, NM, VT, NJ, and NY. myLawCLE does not seek direct accreditation of live webinars or teleconferences in these states.

Section I. Introduction to the seminar and the speaker

Section II. LLC law–overview; LLCs and non-tax choice of entity

Section III. Forming a single-member LLCs for individuals who will be the only members of their single-member LLCs; drafting operating agreements for these LLCs

Section IV. Forming a single-member LLCs whose members will be entities

Section V. Drafting operating agreements for multi-member LLCs–introduction

Section VI. Drafting operating agreements for multi-member LLCs–management provisions

Section VII. Drafting operating agreements for multi-member LLCs–federal income tax provisions (including provisions under IRC section 199A and Prop. Reg. § 1.1402(a))

Section VIII. Drafting operating agreements for multi-member LLCs–provisions concerning dissociation events and their consequences

Section IX. Drafting operating agreements for multi-member LLCs–fiduciary provisions

Section X. Drafting operating agreements for multi-member LLCs–dispute resolution provisions

Section XI. Drafting operating agreements for multi-member LLCs–dissolution provisions

Section XII. Drafting operating agreements for multi-member LLCs–boilerplate provisions and other miscellaneous provisions