News & Analysis as of

Operating Agreements Choice of Entity

Hinckley Allen

Converting an LLC to an S Corporation: A Mistake Waiting to Happen

Hinckley Allen on

Limited liability companies (LLCs) offer significant tax flexibility – for one thing they can elect to be treated as disregarded entities, partnerships, C corporations, or S corporations, and can even shift between those tax...more

Miller Nash LLP

Business Owner Exit Planning: LLC Operating Agreements

Miller Nash LLP on

Limited liability companies (LLC or LLCs) are an attractive choice of entity for many non-public companies. An LLC is the preferred choice of entity for many advisors, including me, unless the facts warrant something...more

Whitman Legal Solutions, LLC

Singing Auld Lang Syne and Inventorying Special Purpose Entities

As the ball drops in Times Square on New Year’s Eve, millions of people join in singing Auld Lang Syne. National poet of Scotland Robert Burns first recorded the words to this poem on paper in 1788. The  English...more

Whitman Legal Solutions, LLC

Don’t Leave Your Business Entity in a Taxi!

Like musicians, business owners sometimes forget important tasks relating to their business entities. Although some forgotten tasks may be correctable, others are not. By forgetting to pay attention to their business...more

Allen Matkins

Is The LLC A Party To Its Own Operating Agreement?

Allen Matkins on

Is an LLC a party to its own operating agreement? California’s new Revised Uniform Limited Liability Company Act (RULLCA) defines “operating agreement” as “the agreement, whether or not referred to as an operating...more

Allen Matkins

This Volte-Face Might Prove Problematical For LLCs

Allen Matkins on

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 Code § 17005(f) (repealed).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

Sands Anderson PC

North Carolina’s New LLC Statute: Do We Need to Revise Our Operating Agreement?

Sands Anderson PC on

North Carolina updated its Limited Liability Act effective January 1, 2014. One of the benefits of the limited liability company has been its flexibility. It is a creature of contract, allowing much more flexibility than the...more

K&L Gates LLP

Recently Reenacted North Carolina Limited Liability Company Act Goes Into Effect on January 1

K&L Gates LLP on

On January 1, 2014, North Carolina’s new limited liability company act (Session Law, 2013-157, signed by the Governor on June 19, 2013, the “New NC LLC Act”) goes into effect, raising the following questions...more

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