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Limited Liability Company (LLC) Capital Contributions

Farrell Fritz, P.C.

The Perils of Indeterminate LLC Membership Interests, Redux

Farrell Fritz, P.C. on

Capital contributions by business owners are the lifeblood of any newly formed business entity. Typically the lifeblood consists of cash, but not always. In many instances the contribution may consist of tangible (e.g., real...more

International Lawyers Network

Establishing a Business Entity in China (Updated)

In general, foreign funds are not freely movable into China. There is a long history of exercising comprehensive control over foreign investment since China opened its door in the early 1980s. As the economy continues to...more

International Lawyers Network

Establishing a Business Entity in Colombia (Updated)

DOING BUSINESS IN COLOMBIA - 1. Preliminary Considerations: In Colombia, a foreign company is able to act and do business by itself, for example, by contracting with local entities or investing foreign currencies....more

International Lawyers Network

Establishing a Business Entity in Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they ...more

Rivkin Radler LLP

Partnership Losses But No Outside Basis? Too Bad

Rivkin Radler LLP on

Losses Weren’t Always Bad- Most tax advisers are aware that, prior to the Tax Reform Act of 1986 (the “TRA”),[i] the Code placed few limitations on the ability of an individual taxpayer to use deductions from a particular...more

Rivkin Radler LLP

Indirectly Held Profits Interests and Rev. Proc. 93-27

Rivkin Radler LLP on

At war with Russia in eastern Europe, a nascent competing world order, mass shootings and bank failures at home, questionable audit practices by the Big 4 . . . everywhere, debt ceilings and the risk of default, inflation,...more

International Lawyers Network

Establishing A Business Entity In Costa Rica (Updated)

1. Types of Business Entities in Costa Rica - The most common types of business entities in Costa Rica are Corporations, known as Sociedades Anónimas (also referred to as “S.A.”), and Limited Liability Companies, known as...more

International Lawyers Network

Establishing A Business Entity In Colombia (Updated)

DOING BUSINESS IN COLOMBIA - 1. Preliminary Considerations: In Colombia, a foreign company is able to act and do business by itself, for example, by contracting with local entities or investing foreign currencies....more

International Lawyers Network

Establishing A Business Entity In China (Updated)

In general, foreign funds are not freely movable into China. There is a long history of exercising comprehensive control over foreign investment since China opened its door in the early 1980s. As the economy continues to...more

International Lawyers Network

Establishing A Business Entity In Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more

Patton Sullivan Brodehl LLP

LLC Operating Agreements: Indemnity, Arbitration, and Equity

LLC operating agreements frequently provide for indemnity to the LLC’s manager. This is consistent with the statutory default rule embodied by California Corporations Code section 17704.08(a), which provides for indemnity...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

Farrell Fritz, P.C.

A Loan Is a Loan Is a Loan, Except When It’s Equity

Farrell Fritz, P.C. on

Disputes over capital accounts and equity percentages are frequent fodder for business divorce litigation — especially in LLCs without operating agreements. Exemplars previously treated on this blog include Chiu v Chiu, an...more

International Lawyers Network

Establishing A Business Entity In Costa Rica (Updated)

1. Types of Business Entities in Costa Rica - The most common types of business entities in Costa Rica are Corporations, known as Sociedades Anónimas (also referred to as “S.A.”), and Limited Liability Companies, known as...more

International Lawyers Network

Establishing A Business Entity In Colombia (Updated)

DOING BUSINESS IN COLOMBIA - 1. Preliminary Considerations: In Colombia, a foreign company is able to act and do business by itself, for example, by contracting with local entities or investing foreign currencies....more

International Lawyers Network

Establishing A Business Entity In China (Updated)

In general, foreign funds are not freely movable into China. There is a long history of exercising comprehensive control over foreign investment since China opened its door in the early 1980s. As the economy continues to...more

International Lawyers Network

Establishing A Business Entity In Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more

Rivkin Radler LLP

Biden’s 2022 Revenue Proposal, Profits Interests, And The Alchemy Of Compensation

Rivkin Radler LLP on

Recap- Last week, we considered several of the revenue proposals included in the Biden Administration’s 2022 Budget that are probably of interest – or should we say, “of concern”? – to the owners of closely held...more

International Lawyers Network

Establishing A Business Entity In Colombia (Updated)

DOING BUSINESS IN COLOMBIA - 1. Preliminary Considerations: In Colombia, a foreign company is able to act and do business by itself, for example, by contracting with local entities or investing foreign currencies. Entering...more

Patton Sullivan Brodehl LLP

Determining Membership in an LLC: sometimes it’s not as easy as it should be

LLC membership interests are usually straightforward and can determined by simply reviewing the LLC’s operating agreement. The operating agreement typically lists the members. Sometimes the operating agreement will impose...more

Troutman Pepper

Delaware Chancery Court Sustains Breach of Fiduciary Duty Claims Against Nonparty to LLC Agreement

Troutman Pepper on

In 77 Charters, Inc. v. Gould, the Delaware Court of Chancery refused to dismiss breach of fiduciary duty claims against an indirect, “remote controller” of a limited liability company in connection with a series of...more

Farrell Fritz, P.C.

The Perils of Indeterminate LLC Membership Interests

Farrell Fritz, P.C. on

Here we go again — and again and again. On numerous prior occasions I’ve written about judicial dissolution cases and other infighting among LLC members featuring disputes over membership percentages. ...more

Farrell Fritz, P.C.

Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare

Farrell Fritz, P.C. on

The nationwide landscape of statutes and case law governing judicial dissolution of limited liability companies exhibits more state-to-state similarity than dissimilarity....more

International Lawyers Network

Establishing A Business Entity In Colombia

1. Preliminary Considerations: In Colombia, a foreign company is able to act and do business by itself, for example, by contracting with local entities or investing foreign currencies. Entering contracts, such as joint...more

Patton Sullivan Brodehl LLP

“Retaliatory Amendment” of an LLC Operating Agreement

LLCs are celebrated for allowing business partners to freely define their relationship by contract — i.e., the LLC operating agreement. The operating agreement generally covers all of the important aspects of the company and...more

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