Hanging your own shingle is a step that often causes much trepidation. Are you doing everything you can to help your clients get a head start on their business ventures, no matter how small? This comprehensive overview offers fundamental techniques for selecting the right business structure for the specific purpose of the enterprise and laying out the rules of its operation. Walk your clients through every step of the process as they create, modify and operate their business ventures. Order today!

1. LLC vs. Incorporation: Choosing the Right Business Structure
2. Forming an LLC: Procedure, Requirements and Practical Tips
3. Drafting the Operating Agreement
4. Maximizing Tax Advantages of the LLC
5. The Ethics of LLC Formation and Conversion
6. Mergers and Conversions: Key Procedures

1. LLC vs. Incorporation: Choosing the Right Business Structure
   9:00 - 10:00, Twila Mynhier Brooks
1. Defining the Purpose of the Company
2. S Corporation vs. LLC
3. Partnerships, FLPs and Others
4. LLC-Corporate Hybrids
5. Single-Member, Series LLC, PLLC, L3C and Other Options
2. Forming an LLC: Procedure, Requirements and Practical Tips
   10:15 - 11:15, Twila Mynhier Brooks
1. State and Federal Regulation Compliance
2. Registering the Name and Other Intellectual Property Concerns
3. Getting a Tax ID Number
4. Filing Formation Documents With the State
5. Funding – Asset Transfers and Records
6. SBA and Other Loans and Programs That May Help the Venture
7. Lenders' Requirements for Bankruptcy Remote Single Asset LLCs as the Borrower
3. Drafting the Operating Agreement
   11:15 - 12:30, Edward L. Yancy
1. Duration and Function of the Enterprise (specific project versus ongoing operations)
2. Number of Members, Types of Members, and Objectives
3. Management (member versus manager)
4. Rights and Responsibilities of Members and Managers
5. Classification for Tax Purposes
6. Initial Capital Contributions and Additional Capital Calls
7. Allocations and Distributions
8. Withdrawal of Members
1. Dissociation
2. Voluntary Withdrawal
3. Cause
4. Good Reason
5. Retirement
6. Disability
7. Death
8. Divorce
9. Transfers
1. Restrictions
2. Buy-Out Price and Payment
3. Life Insurance
4. Non-Competition Clauses
5. IRC § 409A issues
10. Miscellaneous
11. Review of a Sample Operating Agreement
4. Maximizing Tax Advantages of the LLC
   1:30 - 2:15, Allison J. Donovan and Sarah Sloan Wilson
1. “Check the Box” Regulations (C corporation, S corporation, partnership, or disregarded entity)
2. C vs. S Corporation Issues
3. Partnership Issues (capital contributions, debt and effect on basis, guaranteed payments, allocations, distributions and draws)
4. Sale of Interests (discounting, funding, installment sales, and closing tax year)
5. IRC § 409A, IRC § 751, and IRC § 754 Issues
6. Termination, Liquidation, and Dissolution Issues
7. Employment and Self-Employment Tax Issues
8. Anti-Abuse Rule
9. LLCs as Asset Protection and Estate Planning Vehicles (e.g., family LLCs)
10. Sale-Leaseback Arrangements
5. The Ethics of LLC Formation and Conversion
   2:30 - 3:30, Edward L. Yancy
1. Whom do You Represent?
2. Conflicts of Interest and Waivers
3. Special Considerations for In-House Counsel
4. Attorney Fees
5. Multi-Jurisdictional Practice of Law
6. Confidentiality
7. Fiduciary Liability
6. Mergers and Conversions: Key Procedures
   3:30 - 4:30, Allison J. Donovan and Sarah Sloan Wilson
1. Converting to an LLC: Forms of Transaction
1. Liquidation, Then Formation
2. Parallel Operations
3. Installment Sale, Then Liquidation
2. Conversion Tax Consequences and Tactics
1. From a Sole Proprietorship
2. From a C Corporation
3. From a General Partnership
4. From an S Corporation
3. Changing Jurisdictions
1. DBA
2. Registering as a Foreign Jurisdiction LLC
4. Sample Buy-Sell Agreement for a Simple Buyout
5. Transfer of Liability
6. Debt Restructuring

ALLISON J. DONOVAN is an attorney with Stoll Keenon Ogden PLLC. She is a member of the Business Entities and Transactions Practice Group, as well as the Real Estate and Development Practice Group. Ms. Donovan's main areas of practice include: business services, real estate finance and development, and mergers and acquisitions. She is a member of the American, Kentucky and Fayette County bar associations. Ms. Donovan is admitted to practice with the Fayette District Court, the Fayette Circuit Court, the Kentucky Court of Appeals and the Kentucky Supreme Court. She earned her B.A. degree, summa cum laude, from Eastern Kentucky University and her J.D. degree from the University of Kentucky College of Law.

TWILA MYNHIER BROOKS is a sole practitioner in Lexington, where her practice is devoted to estate planning, estate administration, corporate, tax and real estate law. She is an adjunct professor at the College of Business, Morehead State University and is a member of the Dickinson International Law Society. In addition, Ms. Brooks is a member of the Fayette County, Kentucky and American bar associations; and is admitted to practice in the tax court and the U.S. Supreme Court. She earned her B.S. degree, magna cum laude, from Morehead State University and her J.D. degree from The Dickinson School of Law.

SARAH SLOAN is an attorney with Stoll Keenon Ogden PLLC. She is a member of the Business Entities and Transactions Group, the Real Estate Finance Group, and the Trusts & Estates Practice Group. Ms. Wilson's main areas of practice include: trusts and estates, business services, and real estate finance and development. She is a member of the American, Kentucky and Fayette County bar associations; and the FCBA Women Lawyers' Association. Ms. Wilson is admitted to practice with the Kentucky Supreme Court; U.S Court of Appeals, Sixth Circuit; U.S. District Court, Eastern District of Kentucky; U.S. District Court, Western District of Kentucky; Fayette Circuit Court; and Fayette District Court. She earned her B.A. degree, summa cum laude, from the University of Kentucky and her J.D. degree, cum laude, from the University of Kentucky College of Law.

EDWARD L. YANCY is a sole practitioner in Lexington, Kentucky. His main areas of practice include commercial transactions, business organizations, regulatory compliance, risk management, civil litigation, real property transactions, equine law, and estate planning. Mr. Yancy is a member of the Kentucky Bar Association and the Ohio State Bar Association (escrowed license). He is admitted to practice in the U.S. District Court, Eastern & Western districts of Kentucky; the U.S. District Court, Southern District of Ohio; the Supreme Court of Kentucky; and the Supreme Court of Ohio. Mr. Yancy earned his B.A. degree, magna cum laude and with honors, from the Western Kentucky University in Bowling Green, Kentucky and his J.D. degree from the University of Kentucky College of Law in Lexington, Kentucky. He also studied at the University of London, Queens College in London, England.

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