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 at Formation and During Operation
5. The Ethics of LLC Formation and Conversion
6. Mergers and Conversions: Key Procedures and Tax Challenges

1. LLC vs. Incorporation: Choosing the Right Business Structure
   9:00 - 9:45, Robert L. Morton
   1. Defining the Purpose of the Company
   2. S Corporation vs. LLC
   3. Partnerships, FLPs and Others
   4. LLC-Corporate Hybrids
   5. Single-Member, Multi Member, Selection
2. Forming an LLC: Procedure, Requirements and Practical Tips
   9:45 - 10:30, Robert L. Morton
   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
3. Drafting the Operating Agreement
   10:45 - 12:00, Robert L. Morton
   1. Duration and Function of the Business
   2. Number, Duties and Powers of the Members
   3. Admittance and Exit of Members and Transfer of Membership
      1. Retirement – Minimum Retirement Age and Mandatory Retirement Age
      2. Death
      3. Expulsion for Cause
      4. Termination by Member
         1. Non-Competition Clauses
         2. Buy-Out Price
      5. Regulations on Entity Structuring
   4. Management Structure
   5. Initial Funding and Future Contributions
   6. Distributions to Members: Timing, Structure
   7. Liability to Creditors
   8. Review of a Sample Operating Agreement
   9. Delaware LLCs and Recent Case Law on Determining Home Jurisdiction of a Business – Where Would You Go to Court if You Had To?
4. Maximizing Tax Advantages of the LLC at Formation and During Operation
   1:00 - 2:00, Eugene W. Chianelli Jr.
   1. “Check the Box” Regulations
   2. Self-Employment Tax Issues
   3. Interaction of LLCs with Trusts and Other Asset Protection Tools
   4. Assets Allocation and Transfers
   5. Annual and Final Reporting
   6. What Counts as a Business Expense for Tax Purposes?
   7. State Tax Effects
5. The Ethics of LLC Formation and Conversion
   2:00 - 3:00, Eugene W. Chianelli Jr. and Robert L. Morton
   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 and Tax Challenges
   3:15 - 4:30, Eugene W. Chianelli Jr.
   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

EUGENE W. CHIANELLI JR. has more than ten years of progressively greater experience in the private practice of taxation and business law and a proven track record of negotiating outstanding results for clients in transactional and tax controversy matters. Mr. Chianelli is of counsel with Wilson & Ratledge, PLLC, where his practice focuses on taxation and general transactional practice, particularly in the areas of federal corporate and partnership taxation, state income and franchise tax, state sales and use tax, state tax incentives and general business law. He earned his B.S. degree from James Madison University, his Master of Taxation degree from the Washington University School of Law, where he was the recipient of the Washington University Regional Scholarship, and his J.D. degree, cum laude, from Saint Louis University School of Law. While attending the Saint Louis University School of Law, Mr. Chianelli was a staff member and articles editor of the Saint Louis University Law Journal. Mr. Chianelli is an adjunct professor at the Campbell University Master of Trust and Wealth Management Program, where he teaches Federal Income Taxation. He is admitted to practice in North Carolina, Illinois and Missouri. Mr. Chianelli is a member of the North Carolina Bar Association (Tax Section Council, Chair of Continuing Legal Education Committee and Business and Law Section), the American Bar Association (Section of Taxation) and the North Carolina Citizens for Business and Industry. Some of his publications and lectures include, "Tax News - Expansion of NOL Carrybacks", Manning, Fulton & Skinner, P.A., Internet site (November, 2009) and "Recovery and Reinvestment Act Creates Opportunities for Businesses", Business North Carolina (May, 2009).

ROBERT L. MORTON is a member with the law firm North Raleigh Law Group, where his areas of practice include construction, business disputes, employment-employer, general civil litigation, mechanics liens, business formation, limited liability company law, partnership law, construction litigation and construction defects. Mr. Morton has been recognized as one of North Carolina's Outstanding Lawyers by Business Leader Magazine. He earned his B.Mus. degree, cum laude, from the University of Miami and his J.D. degree, cum laude, from North Carolina Central University. Mr. Morton is a member of the Wake County, American and North Carolina bar associations as well as a former chair of the Better Business Bureau of Eastern North Carolina.

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