When a client comes to your office aflame with a fantastic new idea for a business, are you ready to offer him sure footing to start out with? How will your knowledge of business entity laws and mechanics stack up when existing business clients ask for your help in restructuring their company? This detailed comparative analysis of the most popular business entity organizational structures on today's market will help you find the perfect business match for any client. Ensure smooth business operations and continuous tax savings for every client – order today!

1. LLC vs. a Corporation: What Are the Principal Non-Tax Differences?
2. S Corporations in Detail
3. The Process of Incorporation vs. LLC Formation
4. Taxation Considerations
5. Walking the Ethical Line
6. Advanced Issues in Business Entity Selection

LLC VS. A CORPORATION: WHAT ARE THE PRINCIPAL NON-TAX DIFFERENCES?
9:00 - 10:00, Milton O. Thompson

• Organizational Structure
  (Including: Stock vs. Non-Stock; For-Profit vs. Non-Profit; Closely Held vs. Public; Mutual Benefit Corporation; Single Member vs. Many Members; Member Managed vs. Manager Managed; PLLC; Series LLC, etc.)
• Member Control of Assets, Ownership
• Personal Fiscal Responsibility/Liability of the Members
• Investor Attraction
• The Lifetime of the Business Entity
• International Business Ramifications of Using an LLC
• Determining Which Business Structure Fits the Specific Situation Best – Pros and Cons of Using Either

S CORPORATIONS IN DETAIL
10:15 - 11:00, Timothy H. Button

• Why Choose an S Corporation? Pros and Cons of Using S Corporations
• The S Corporation vs. an LLC
• Determining if an S Corporation is Right for You or Your Client
• Establishing the S Corporation
  (Including: Internal Revenue Code Requirements; Ineligible Businesses; Operating Agreements; Corporate and Shareholder Elections)
• Management of the S Corporation
• Dissolution and Termination

THE PROCESS OF INCORPORATION VS. LLC FORMATION
11:00 - 12:00, Timothy H. Button

• Selecting the State in Which to Incorporate
• Drafting the Articles of Incorporation and Filing With the State Government
• LLC Articles of Organization and the Filing Process
• Operating Agreement vs. Shareholders Agreement
• Sample Forms and Documents

TAXATION CONSIDERATIONS
1:00 - 2:15, Melissa A. Ford

• LLC as a Partnership
• Partnership Basis & Loss Concepts
• Single-Member LLC (Pass-Through Taxation)
• Taxation of the S Corporation and LLCs as S Corporations
• “Check the Box” Income Tax Regulations
• Tax Challenges in Converting to an LLC

WALKING THE ETHICAL LINE
2:30 - 3:30, Timothy H. Button, Melissa A. Ford and Milton O. Thompson

• Ethical Standards and Civil Liability
• The Role of the Attorney as Advisor in Entity Formation
• Avoiding Conflicts of Interest: Who is the Client?
• Confidentiality – Information Derived From an Earlier Representation
• Adequacy of Fees and Charges

ADVANCED ISSUES IN BUSINESS ENTITY SELECTION
3:30 - 4:30, Milton O. Thompson

• How Hard is it for Individual Members to Exit the Entity? What's the Procedure Involved?
• Handling Disputes Between Members or Shareholders
• Cross-Species Mergers, Acquisitions and Conversions
• Doing Business Across State Borders
• Maintaining the Status of the Business
• Business Succession and Other Estate Planning Considerations

TIMOTHY H. BUTTON is an attorney in the Indianapolis office of Riley Bennett & Egloff LLP. Mr. Button's practice is focused on general corporate counseling including: asset purchases, stock acquisitions, commercial financing, the incorporation and organization of business entities, commercial real estate and zoning matters. He currently provides representation and general business counseling of corporations, limited liability companies and other business entities, including not-for-profit corporations. Mr. Button earned his A.B. degree at Hamilton College and his J.D. degree at Indiana University School of Law, Indianapolis.

MELISSA A. FORD is of counsel with Bingham McHale LLP. Ms. Ford's main areas of practice are real estate, business advisory, joint ventures, economic development and partnership tax. She is a member of the Indiana State Bar Association. Ms. Ford graduated from Indiana University Kelley School of Business, with highest distinction, and she earned her J.D. degree, cum laude, from Indiana University School of Law.

MILTON O. THOMPSON is of counsel to the Indianapolis law firm of Sweetin & Bleeke, P.C. He has focused his practice in the areas of business law, business formation, entertainment law, sports law, local government relations and state government law since 1979. Mr. Thompson earned his B.A. degree in Political Science and Philosophy at Wittenberg University and his J.D. degree at Indiana University School of Law at Bloomington.

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