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, Robert T. Bowsher
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 - 11:00, Dale R. Baringer
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
   11:00 - 12:00, Michael T. Durham
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
   1:00 - 2:00, Michael T. Durham
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
   2:00 - 3:00, Dale R. Baringer
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
   3:15 - 4:30, Dale R. Baringer
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

DALE R. BARINGER is the manager of The Baringer Law Firm, LLC, and has 31 years of experience. His areas of emphasis are in the fields of tax law (planning, business transactions, dispute resolution and tax litigation); securities law; employment law; bankruptcy law; corporate law; business organizations; commercial and business litigation; mergers and acquisitions; and life, accident and health insurance law. Mr. Baringer is certified as a specialist by the Louisiana State Bar Association in the field of tax law. He is a previous hearing officer for the Louisiana Attorney Disciplinary Board and is the current president of the Dean Henry George McMahon American Inn of Court. Mr. Baringer has been a frequent lecturer at seminars on topics covering various business organizations, choice of business entity, bankruptcy, professionalism, ethics and numerous tax topics. He earned his B.S. degree from Louisiana State University, his J.D. degree from Louisiana State University School of Law and his LL.M. degree from Georgetown University. Mr. Baringer is a member of the Louisiana State (member, Taxation Section, Corporate Law Section), American (member, Taxation Section, Business Law Section), Baton Rouge and Federal bar associations, and the Bar Association of the Fifth Federal Circuit Court.

ROBERT T. BOWSHER is a partner in the Baton Rouge law firm of Breazeale, Sachse & Wilson, L.L.P. A board-certified tax attorney by the Louisiana State Bar Association Specialization Board (taxation) since 1985, he concentrates his practice in the areas of federal taxation law, business transactions, mergers and acquisitions, and securities law. A cum laude graduate of Yale University, Mr. Bowsher earned his J.D. degree from the University of Pennsylvania and his LL.M. degree in from Georgetown University. He is a member of the Baton Rouge, Louisiana State and American bar associations.

MICHAEL T. DURHAM is a partner in the law firm of Crawford Lewis, PLLC, where he focuses his practice in construction law, corporate/business law, energy law and taxation. During his career, he has assisted private and public entities with formation and structuring issues, as well as on the negotiation and structuring of mergers, acquisitions, and stock and asset purchases. Mr. Durham has formed non-profit entities for clients and assisted these entities on compliance with regulatory issues. He also has represented clients before the Internal Revenue Service, and the Colorado and Louisiana departments of revenue. Mr. Durham regularly advises his clients on various tax issues pertaining to personal, corporate and estate tax matters. He is a member of the Baton Rouge, Louisiana State (Taxation), Colorado, American and Energy Bar Associations. Mr. Durham earned his B.S. degree from McNeese State University, his J.D. degree from Louisiana State University and his LL.M. degree from the University of Denver.

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