Ultimate LLC Compliance Guide
Covers All 50 States
1st Edition
Published on 1. February 2011
304 pages
978-1-61308-021-4 (ISBN)
Description
Business owners received critical instruction on the vital operations, legal formalities and periodic filing requirements necessary to keep their LLCs in compliance and prevent legal and tax liabilities. Essential operations such as day-to-day management, record keeping, calling and conducting meetings, recording LLC actions through the drafting of minutes, accepting investment and issuing LLC stock, periodic reporting requirements and more are all covered in detail. Includes complete definitions and explanations of all concepts surrounding LLCs and the roles and responsibilities of owners and manager. More than just a book of forms, it distills complex concepts in a clear, concise writing style to help demystify the process.
- Contains a complete reference section with legal requirements, filing fees, taxation requirements and maintenance requirements for all 50 states
- A complete reference section compares and contrasts the legal requirements, filing fees, taxation requirements and periodic maintenance requirements for all the 50 states in a comprehensive state-by-state guide
- Includes special sections for nonprofits and tax-exempt organizations
- Dozens of LLC sample forms that cover the widest possible range of LLC compliance are available via download.
- Entire chapter devoted to minimizing personal liability risk
- Covers LLC legal formalities, internal governance, record-keeping, vital LLC mechanics and more
More details
Other editions
Additional editions
Book
02/2011
Entrepreneur Press
€24.00
Shipment within 3-4 weeks
Person
Michael Spadaccini is a former practicing lawyer and author. In his law career, he helped hundreds of small businesses with their corporate and LLC formations and operations. He is the author of numerous books on business and corporate law. He lives in Austin, Texas where he continues to write and serves as a consultant advising businesses regarding their internet strategies and growth.
Content
- Intro
- Contents
- Preface
- Part I - Sources of Authority
- Chapter 1 - LLCs and Limited Liability Company Acts
- Simplicity and Flexibility
- Potential Disadvantages of the Limited Liability Company
- Is an LLC a Type of Corporation?
- How LLCs Are Formed
- How LLCs Are Governed
- Professional Limited Liability Companies
- LLCs vs. S Corporations
- Limited Liability Company Acts
- Filing Mechanics
- Articles of Organization and the Operating Agreement
- Purposes and Powers
- Limited Liability Company Names
- Membership Interest: The LLC Equivalent of Corporate Stock
- Fundamental Changes
- Sale of Assets
- Dissenters' Rights/Members' Appraisal Rights
- LLC Records
- Foreign LLCs
- Where Do You Organize?
- Why Are You Required to File Documents?
- Final Thoughts on Limited Liability Company Acts
- Chapter 2 - Articles of Organization
- What Information Should You Include in Your Articles?
- How Do You Amend Your Articles?
- Should You Organize by Yourself or Hire an Attorney?
- Final Thoughts on Articles of Organization
- Chapter 3 - The Limited Liability Company Operating Agreement
- How Is an Operating Agreement Made Effective?
- How Do You Amend Your LLC's Operating Agreement?
- Final Thoughts on Operating Agreements
- Chapter 4 - Taxes and General Information for All Businesses
- Local Taxes, Local Licenses
- Partnership Taxation
- LLC Taxes: What to File and How to File at Year-End
- LLC Taxes: Employment and Payroll Taxes
- Three Languages for Three Types of Business Entities
- Part II - The Limited Liability Company Players
- Chapter 5 - Promoters, Managers, Officers, and Agents
- Promoters
- Organizers
- Managers, Board of Managers, and Committee of Managers
- Duties of Due Care and Loyalty
- Statutory Sources of Liability for Managers
- Advisory Boards
- Officers
- Indemnification and Insurance for Managers and Officers
- Members
- Principles of Agency Law
- Final Thoughts on the Players
- Part III - The Limited Liability Company Players
- Chapter 6 - LLC Ownership and LLC Stock
- Equity, Ownership, Stock, and Securities Laws
- Characteristics and Classes of Membership Interests
- Dividends
- Pre-emptive Rights
- Miscellaneous Stock Concepts
- Chapter 7 - Agreements to Control Ownership and Management
- Restricting Admission of New Members
- Expelling Members from the LLC
- Buying Back the Interests of Departing Members
- Part IV - LLC Formalities: Meetings, Minutes, and Resolution of Managers and Members
- Chapter 8 - Managers' Meetings
- Is It a Regular Meeting or a Special Meeting?
- Is Notice of the Meeting Required?
- Is There a Meeting Agenda?
- Are Formal Procedures Required?
- Are There Any Voting Requirements for the Managers?
- Can Managers Act Without a Formal Meeting?
- Who Serves as Managers?
- Manager Liability and the Business Judgment Rule
- Final Thoughts on Managers' Meetings
- Annual Meeting of Managers Checklist
- Chapter 9 - Members' Meetings
- Is Your Meeting Annual or Special?
- Who Can Call a Special Meeting?
- Is Notice of the Meeting Required?
- Is a Quorum Required?
- Who Can Vote at a Members' Meeting?
- Can Members Act Without a Meeting?
- Annual Meeting Checklist for Members
- Chapter 10 - Minutes of Meetings, Resolutions by Consent, and More Paperwork
- Recording Meetings of Managers and Members with Minutes
- An Alternative to Minutes: Written Consent Resolutions
- Annual and Periodic Reports
- LLC Record-Keeping
- LLC Identity and Integrity
- LLC Paperwork Checklist
- Part V - Lawsuits and Personal Liability Protection
- Chapter 11 - Suing and Being Sued as an LLC
- The LLC Sues
- The LLC Is Sued
- Owner Suits
- Final Thoughts on Lawsuits
- Chapter 12 - How to Effectively Manage Your LLC to Maximize Liability Protection
- Introduction
- Disregarding the LLC Entity
- Instrumentality/Alter Ego
- Contract and Tort Claims
- Taxicab Cases
- Personal Injury Cases and Claims
- Contract Creditors and Contract Claims
- Government Claims
- Parent as Alter Ego of Subsidiary
- The Seven Most Important Liability Protection Rules
- Liability Protection: Corporation vs. LLC
- Final Thoughts on Liability Protection
- Chapter 13 - Using Your Professional Team
- Guidelines for Selecting and Working with Your Pros
- Final Thoughts on Using Your Professional Team
- Conclusion
- Appendix A - Supplement LLC Forms
- Appendix B - State Reference Information
- Appendix C - Glossary
- Index
