LLC

High Net Worth Family Tax Report, Vol. 8, No. 2 -- May 2013

by Loeb & Loeb LLP on 5/18/2013

President’s fiscal year 2014 budget contains numerous tax provisions - President Barack Obama released his proposed budget for the government’s fiscal year 2014 on April 10, 2013, and, not surprisingly, the budget...more

Florida LLC Act Revision [Florida]

by Charles (Chuck) Rubin on 5/16/2013

My partner, Rick Josepher, was involved through the Florida Bar in a major update to Florida’s limited liability company provisions which were recently enacted into law. The following is a summary regarding the new provisions...more

Capital Infusion - May 2013: Tax Consequences: Noncompensatory Partnership Options

by Sean Clancy, Adam Connatser, Lindsay Faine, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean, George Schutzer | Patton Boggs LLP on 5/14/2013

The Department of the Treasury and the Internal Revenue Service issued final regulations, effective February 5, 2013, concerning the tax consequences of noncompensatory options and convertible instruments issued by a...more

Florida Enacts a New Revised Limited Liability Company Act

by Louis Conti | Holland & Knight LLP on 5/14/2013

On May 3, 2013, as the last act of the 2013 Florida Legislature, the House passed into law the new Florida Revised Limited Liability Company Act (the "New LLC Act") in the form of Senate Bill 1300, and as amended, House Bill...more

Spotlight on Georgia: Certain Interesting Tax Developments

by Baker, Donelson, Bearman, Caldwell &... on 5/13/2013

As in past years, there have been numerous interesting tax-related developments over the last 12 months in the state of Georgia. Just a few of these recent developments are summarized below...more

Florida Legislature Passes New Revised Limited Liability Company Act

by Steven Lear | Bilzin Sumberg Baena Price & Axelrod LLP on 5/10/2013

On May 3, 2013, as the last piece of legislation to be enacted this session, the Florida House of Representatives unanimously passed the new Florida Revised Limited Liability Company Act (the "New Florida LLC Act"), a...more

Legislature Rewrites Florida LLC Law

by Gardner Davis | Foley & Lardner LLP on 5/8/2013

The 2013 Florida Legislature made several important changes to the law governing Florida limited liability companies (LLCs). The new law was based primarily on the Revised Uniform Limited Liability Company Act as amended in...more

Bill Aims To Make Foreign Nonqualified LLC Contracts Voidable

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/6/2013

As discussed in prior posts, “transacting intrastate business” is not the same as “doing business”. See You may Be Doing Business in California Even When Not Transacting Intrastate Business. The former is what determines...more

Do You Want to Start A Business? Top 10 Questions & Answers For Business Start-Ups

by Ian Scott | Scott Legal Services, P.C. on 4/23/2013

When starting a new business, our clients often have several questions and more often than not their questions are the same. This article summarizes some of key questions and answers that our clients have asked us....more

When to Reduce “Basis” in S Corporation Stock for a Suspended Loss?

by Darren Mills | Berkeley Research Group, LLC on 4/22/2013

“Basis” is tax lingo for the amount you paid for that security, including, for example, the commission and other fees incurred to acquire it. In practice, basis is generally what the cost of a particular item is for...more

Important Tax, Securities and Formation issues associated with LLCs, S Corps and C Corps

by The R. Bernard Law Group on 4/18/2013

One of the first hurdles an entrepreneur has to clear when starting a business is which entity type to choose when registering her business. There are many forms to choose from with different tax implications and different...more

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

How to turn your LLC or S Corp. into a C Corp. with a Tax-Free Reorganization

by The R. Bernard Law Group on 4/16/2013

By now most entrepreneurs who have sought or will seek venture funding have learned that venture capitalists typically prefer to invest in C Corporations and will not invest in pass through entities such as a limited...more

The FTB’s “Doing Business” Trap For Foreign LLCs With California Managers, Members Or Agents

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 4/8/2013

According to the California Franchise Tax Board, a limited liability company classified as a partnership must do all of the following...more

Proposed Legislation Addresses Delaware’s LLC Default Fiduciary Duty Debate

by Christopher Chuff, Matthew Greenberg | Pepper Hamilton LLP on 3/26/2013

On March 20, 2013, legislation proposing to amend the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et. seq. (DLLCA) was submitted to the Corporation Law Section of the Delaware State Bar Association. If the...more

California's Revised Uniform Limited Liability Company Act

by Ryan Connor, Robert Copeland | Sheppard Mullin Richter & Hampton LLP on 3/25/2013

The California Revised Uniform Limited Liability Company Act (RULLCA) was signed into law by Governor Jerry Brown in September 2012. Intended to come into effect on January 1, 2014, RULLCA replaces the Beverly-Killea Limited...more

When Law Firms Dissolve: Dividing Up The Proceeds From Contingent Fee Cases

by Mack Sperling | Brooks Pierce on 3/11/2013

The Court of Appeals in February 2011 ordered Judge Jolly to dissolve Mitchell, Brewer, Richardson, Adams, Burge & Boughman, a law firm organized as a member-managed professional limited liability company. The dissolution was...more

The Limited Liability Company and Bankruptcy Code

by David Murdoch | K&L Gates LLP on 3/5/2013

This K&L Gates Legal Insight highlights certain potential bankruptcy and insolvency issues that clients and legal practitioners should take into account when forming a limited liability company (“LLC”) under state law. These...more

Bill Would Mandate Indemnification Of LLC Agents

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 2/26/2013

California’s current limited liability act permits indemnification of any person (including any manager, member, officer, employee, or agent of the limited liability company) against judgments, settlements, penalties, fines,...more

Private Equity Fund Considerations In Light Of Delaware’s LLC Debate

by Christopher Chuff, Matthew Greenberg, James Rosener | Pepper Hamilton LLP on 2/25/2013

Originally published in Private Equity and Contract Law360 on February 20, 2013. Partners of private equity funds and other investment partnerships should take notice of recent Delaware court decisions that have created...more

New Tax Regulations on Noncompensatory Partnership Options

by Michael Anderson, Sean Clancy, Lindsay Faine, George Schutzer | Patton Boggs LLP on 2/22/2013

The Internal Revenue Service and Department of the Treasury published in the February 5, 2013 Federal Register final income tax regulations on noncompensatory partnership options (the “Regulations”). At the same time, the IRS...more

Insight on Estate Planning - February/March 2013: Strong governance enhances a family business’s value

by Adler Pollock & Sheehan P.C. on 2/21/2013

Too often, family members view their business as a source of wealth without making sure that the company is managed by those best suited for the job. Good governance — carefully documented in writing — can help ensure a...more

LLC’s Electing To Be ‘S’ Corporations

by Charles (Chuck) Rubin on 2/15/2013

Most entities operating as ‘S’ corporations are corporations formed under state law. However, under the check-the-box rules, a limited liability company (LLC) can elect to be taxed for federal tax purposes as a corporation....more

In re Mobilactive Media, LLC, Consol. C.A. No. 5725-VCP (Del. Ch. Jan. 25, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 2/13/2013

In this memorandum opinion, the Delaware Court of Chancery found that a member of a joint venture breached a limited liability company agreement, breached its fiduciary duties by usurping corporate opportunities, and violated...more

New Hampshire LLCs: New Statute & Increased Protections

by Roy Tilsley | Bernstein Shur on 2/13/2013

A new statute, RSA 304-C, governing limited liability companies in New Hampshire went into to effect January 1, 2013. The new act, which entirely modifies the law governing LLCs in New Hampshire, is designed to be...more

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