Single Member LLCs: Learn How to Draft Operating Agreements, Avoid Veil Piercing, And Protect Your Assets

Michael J. Gorby
Michael J. Gorby
Gorby Peters & Associates, LLC

He is a nationally recognized leader in complex corporate disputes, and liability issues that arise for property owners and managers, such as hotel chains, restaurants, shopping centers, apartment complexes, office buildings, and other public venues.

Jeff Cunningham
Jeff Cunningham
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.

On-Demand: November 22, 2024

2 hour CLE

Tuition: $195.00
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Program Summary

This program will explore the essentials of managing Single Member LLCs (SMLLCs) effectively. Learn how to draft clear and protective operating agreements that boost tax efficiency and safeguard assets. It will provide a thorough analysis of smart tax planning strategies and practical methods for protecting your assets from potential risks. Participants will also explore how to avoid common pitfalls that could lead to personal liability by maintaining a proper separation between personal and business assets.

Session I – Asset Protection and Avoiding the Alter Ego Danger – Mike Gorby

In this session, we will discuss the importance of asset protection and liability protection for business owners and explore the tools and strategies available to safeguard your personal and business assets. We will discuss the role of Charging Orders in protecting LLC assets and highlight bankruptcy issues unique to SMLLCs. We will examine the differences between asset protection versus liability protection and discuss the role of insurance and other protection mechanisms. Additionally, we will address the critical issue of maintaining proper separation between personal and business assets to avoid the "alter ego" or “veil-piercing” danger, which can put your assets at risk. By the end of this session, you will have a clear understanding of how to protect your assets and minimize your risk exposure.

Key topics to be discussed:

  • Asset protection vs liability protection
  • Insurance and other tools for protection
  • Maintaining proper separation between personal and business assets

Session II – How to Draft SMLLC Operating Agreements – Jeff Cunningham

In this session, we will delve into the essential components of drafting a Single-Member Limited Liability Company (SMLLC) operating agreement that is both tax-compliant and protective of your assets. We will explore the key elements that must be included to ensure your agreement is effective and compliant with regulatory requirements. By the end of this session, you will have a clear understanding of how to draft an operating agreement that safeguards your business and personal assets and sets your SMLLC up for long-term success.

Key topics to be discussed:

  • Key components
  • Make sure your agreement is tax-compliant and protects your assets
  • Ensuring compliance and effectiveness

Session III – Tax Planning – Jeff Cunningham

This session will focus on the critical aspects of tax planning for business owners, including classification options, deductions, and credits. We will examine the tax implications of various business decisions, such as entity selection, income allocation, and expense reporting. By understanding the tax planning strategies and opportunities available, you will be able to minimize your tax liability, maximize your cash flow, and make informed decisions that drive business growth.

Key topics to be discussed:

  • Classification options
  • Deductions and credits
  • Tax implications of various business decisions

This course is co-sponsored with myLawCLE.

Closed-captioning available

Speakers

Michael J. Gorby_FedBarMichael J. Gorby | Gorby Peters & Associates, LLC

Mike Gorby is a founding member of Gorby Peters & Associates, LLC. He is a nationally recognized leader in complex corporate disputes, and liability issues that arise for property owners and managers, such as hotel chains, restaurants, shopping centers, apartment complexes, office buildings, and other public venues. Mike’s work also includes advising start-up clients on the different forms of business structures and the most advantageous entity selection for the client. Mike has served as the program chair for the Institute of Continuing Legal Education in Georgia (an affiliate of the University of Georgia) on the topic of Premises Liability. He is also the author of a popular legal treatise, Premises Liability in Georgia, which is published by Thomson Reuters/West, and which is now in its Third edition. Mike also serves as an instructor/lecturer for Georgia Tech Procurement Assistance Center (GTPAC) in the area of procuring government contracts and is also a registered mediator.

 

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 fundraising 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.

Agenda

Session I – Asset Protection and Avoiding the Alter Ego | 1:00pm – 2:00pm

  • Asset protection vs liability protection
  • Insurance and other tools for protection
  • Maintaining proper separation between personal and business assets

Break | 2:00pm – 2:10pm

Session II – How to Draft SMLLC Operating Agreements| 2:10pm– 2:40pm

  • Key components
  • Make sure your agreement is tax compliant and protects your assets
  • Ensuring compliance and effectiveness

Session III – Tax Planning | 2:40pm – 3:10pm

  • Classification options
  • Deductions and credits
  • Tax implications of various business decisions

Credits

Alaska

Approved for CLE Credits
2 General

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

Pending CLE Approval
2 General

Arkansas

Approved for CLE Credits
2 General

Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Pending CLE Approval
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 General Hours

Delaware

Pending CLE Approval
2 General

Florida

Approved via Attorney Submission
2.5 General Hours

Receive CLE credit in Florida via attorney submission.
Georgia

Approved for CLE Credits
2 General

Hawaii

Approved for CLE Credits
2.4 General

Iowa

Approved for Self-Study Credits
2 General

Idaho

Approved for Self-Study Credits
2 General

Illinois

Approved for CLE Credits
2 General

Indiana

Approved for Self-Study Credits
2 General

Kansas

Pending CLE Approval
2 Substantive

Kentucky

Approved for Self-Study Credits
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 General Hours

Maryland

No MCLE Required
2 General Hours

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 General Hours

Minnesota

Approved for Self-Study Credits
2 General

Missouri

Approved for Self-Study Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Pending CLE Approval
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

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

Pending CLE Approval
2 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
120 General minutes

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
2.4 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
2 General

Nevada

Pending CLE Approval
2 General

New York

Approved for CLE Credits
2.4 General

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

Pending CLE Approval
2 General

Oklahoma

Approved for Self-Study Credits
2.5 General

Oregon

Pending CLE Approval
2 General

Pennsylvania

Approved for Self-Study Credits
2 General

Rhode Island

Pending CLE Approval
2.5 General

South Carolina

Pending CLE Approval
2 General

South Dakota

No MCLE Required
2 General Hours

Tennessee

Approved for Self-Study Credits
2 General

Texas

Approved for CLE Credits
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved via Attorney Submission
2 Law & Legal Hours

Receive CLE credit in Washington via attorney submission.
Wisconsin

Approved for Self-Study Credits
2 General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Pending CLE Approval
2 General

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