Limited Liability Company

News & Analysis as of

How Confused Is This? California Defines LLCs Subject To New Law To Include Foreign LLCs

The California Revised Uniform Limited Liability Company Act. which took effect on January 1 of this year, provides the statutory framework for the formation and operation of limited liability companies. The law appears to...more

Alabama Limited Liability Company Law of 2014

In March of this year, Alabama adopted a new limited liability company law under the name of the Alabama Limited Liability Company Law of 2014 (Act No. 2014-144). The new act will apply to LLCs formed after January 1, 2015....more

New Simplified Conversion Process for Washington Corporations and Limited Liability Companies

Starting June 12, 2014, Washington law allows for the “conversion” of Washington corporations and limited liability entities into a variety of other business entities in Washington and other states through the simple adoption...more

Collateral Estoppel Sinks LLC Members' Claim

It might seem uncontroversial that the members of a limited liability company cannot follow with a personal lawsuit for injuries after their LLC litigates, and loses, claims based on the same issues. But it took the Business...more

Mainebiz Real Estate Insider – Protecting the Penny Wise in a Lease

Some penny wise clients resist advice to get real estate out of their own individual names, opening themselves to unnecessary risk. Fortunate clients, who have not met the “trial bar” up close and personal, sometimes still...more

This Volte-Face Might Prove Problematical For LLCs

Under the Beverly-Killea Limited Liability Company Act, the articles of organization prevailed over conflicting provisions of a written operating agreement. Cal. Corp. Code § 17005(f) (repealed). The drafters of the...more

Frank Aragona Trust: A Taxpayer Win

In a case of first impression, Frank Aragona Trust v. Commissioner, 142 T.C. No. 9 (Mar. 27, 2014), the Tax Court held that a trust could materially participate in a trade or business based upon the activities of the...more

How California’s New LLC Law Will Impact Existing and New California LLCs

On January 1, 2014, California’s Beverly-Killea Limited Liability Company Act (“Old Act”) was superseded by the California Revised Uniform Limited Liability Company Act (“New Act”). California legislators were concerned that...more

Mi Casa es Su Casa! - Planning Considerations Non-Resident Aliens Purchasing a Home in America

Overview - In spite of our many problems as a nation, the quality of life and level of economic opportunity as well as the overall respect for the rule of law, places the United States in a very unique position when...more

What Is the Best Legal Structure for Your Start-Up?

The questions that invariably come up for all my start-up clients is: Do I have to form a legal entity, if yes, what kind and why? Entrepreneurs have a number of legal structures available when seeking to capitalize on a...more

Key Points of the New Florida LLC Act

The 2013 Florida Legislature adopted a new LLC act which was signed by the Governor on June 14, 2013. The new law creates Chapter 605 of the Florida Statutes, which will be effective January 1, 2014. Generally speaking, until...more

Friendly Reminder for LLCs and LPs: Delaware Is Looking for Your Dollars

It’s that time again: time to pull out your checkbooks and send Delaware your dollars. As I previously wrote, while corporations had an annual franchise tax payment due in March, it’s time for LLCs and LPs to pony up. It’s...more

Implementing The Minnesota Revised Uniform Limited Liability Company Act

The Minnesota Revised Uniform Limited Liability Company Act (the “Revised Act”) has been adopted in Minnesota and will replace Minnesota’s current limited liability company (“LLC”) statute set forth in Chapter 322B of the...more

Labels Can Be Misleading: General Partnership Interests As Securities

In a previous article titled “Are Membership Interests in LLCs Securities Under Oregon Law?”, we considered the application of investment contract theory to determine whether interests in member-managed limited liability...more

Minnesota Revised Uniform Limited Liability Company Act Becomes Law

In This Issue: - Forming a Limited Liability Company - Shelf LLCs - Series LLCs - Governance - Members - Operating Agreement - Standards of Conduct - Distributions - Merger, Conversion...more

New Guidance From IRS On At-Risk Rules For LLC Member Guarantees

The IRS recently released a chief counsel memorandum AM2014-003 on LLC Member Guarantees of LLC Debt and “Qualified Nonrecourse Financing.” These memorandums are very helpful because they provide the IRS’ interpretation of...more

EU Commission Proposes Further Harmonisation of Single-Member Companies

The proposed directive seeks to coordinate national requirements concerning the formation, registration, and operation of single-member companies. On 9 April, the European Commission published a provisional draft of a...more

And You Thought Dissenters’ Rights Didn’t Apply To Delaware LLCs

Delaware’s Limited Liability Company Act provides that a limited liability company agreement or an agreement of merger or consolidation or plan of merger may provide for appraisal rights. 6 Del. Code § 18-210. Does this...more

Governance & Securities Law Focus: Europe Edition, April 2014

In this issue: - EU Developments - German Developments - UK Developments - Us Developments - Excerpt from EU Developments - European Commission Proposes to Introduce Shareholder "Say...more

The Ins And Outs Of Joint Venture Agreements

In this presentation: - What is a joint venture? - Advantages and disadvantages of using a joint venture - Starting a joint venture - Step 1: Find the right partner - Step 2: Ensure the JV...more

Perspectives - April, 2014

In This Issue: - Making Our Downtown Better Every Day - It's Good To "B" In Deleware - The Wonderful World of Limited Liability Companies - Ohio Bill to Allow Schools and Camps to Procure Epinephrine...more

‘S Wonderful, ‘S Marvelous, ‘S Unreasonable

One of the reasons to choose an S-Corp instead of an LLC is tax savings. An S-corp does not pay any taxes at the corporate level, but instead all income is passed through to the shareholders, who are responsible for a number...more

LLC Preferred Interest Qualifies For Marital Deduction

In a recent private letter ruling, the question was raised whether an LLC interest that received a preferred return with additional LLC cash flow going to other common interests could qualify for the marital deduction if...more

California’s RULLCA Impossible Pleading Requirement For Derivative Suits

California’s Revised Uniform Limited Liability Company Act requires a member of a domestic or foreign LLC to include two specific allegations in any complaint brought in the right of the company. Failure to include these two...more

Foreign LLCs Take Note: This Legislative Oversight May Affect You Too

Section 407 of the California Labor Code provides - Investments and the sale of stock or an interest in a business in connection with the securing of a position are illegal as against the public policy of the State and...more

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