When it comes to selecting a business entity, tax benefits are often the most influential factor for choosing the best option, but other entity aspects should also be considered. Are you up to date with the latest tax advantages for LLCs and corporations? Are you aware of the non-tax considerations that can also greatly impact your client's business and thus decision? This resource will review the pros and cons, tax benefits and non-tax considerations of LLCs and corporations. Make sure you have all the facts so you can confidently advise clients on which business entity is in their best interest. Order Today!

• What are the Principal Non-Tax Differences Between an LLC and a Corporation?
• Why use an S Corporation? (Non-Tax)
• What Makes an LLC so Appealing? (Non-Tax)
• How do Incorporation and LLC Formation Differ?
• What are the Tax Considerations Based on Choice of Entity?
• What are the Ethical Issues to be Aware of?
• If and When Should You Use a Business Trust?

• What are the Principal Non-Tax Differences Between an LLC and a Corporation?
  9:00 - 10:15, Bradley S. Wooldridge
  • Organizational Structure
  • Governance
  • Flexibility in Operation
  • Liability Protection for Equity Owners, Managers, Board Members & Officers
  • Control of Asset Ownership
  • Investor Attraction & Securities Law/Blue Sky Laws
  • Operational Issues
  • Fiduciary Obligations
  • Entrance and Exit Strategies – Planning and Procedures
• Why use an S Corporation? (Non-Tax)
  10:30 - 11:00, Bradley S. Wooldridge
  • Organizational Requirements
  • Capital Structure (1 Class Stock Requirement)
  • Management of the S Corporation
  • Operational Issues
  • Dissolution and Termination
• What Makes an LLC so Appealing? (Non-Tax)
  11:00 - 11:45, Bradley S. Wooldridge
  • Organizational Requirements
  • Capital Structure
  • Management of an LLC
  • Operational Issues
  • Dissolution and Termination
  • "Check the Box" Income Tax Regulation
  • Charging Orders
• How do Incorporation and LLC Formation Differ?
  11:45 - 12:15, Bradley S. Wooldridge
  • Selecting the State in Which to Incorporate/Organize
  • Drafting the Articles of Incorporation and State Filing Requirements
  • Drafting the Articles of Organization (LLC) and the State Filing Requirement
  • Operating Agreement vs. By Laws/Shareholders Agreement
• What are the Tax Considerations Based on Choice of Entity?
  1:15 - 2:30, Eugene W. Chianelli Jr.
  • LLC
    • Formation Issues
    • Pass Through Treatment of LLCs
    • Single Member LLCs
    • Tax Basis, Debt and Loss Concepts
    • Self Employment Tax Issues
    • Conversions and Reorganizations
    • Liquidation of the LLC
    • Tax Challenges in Converting to an LLC
    • Compensation Strategies for Owner/Employees
  • S Corporation
    • Formation Issues
    • Pass Through Treatment of S Corporations
    • Qualified Subchapter S Subsidiary
    • Tax Basis, Debt and Loss Concepts
    • Self Employment Tax Issues
    • Conversions and Reorganizations
    • Liquidation of the S Corporation
    • Compensation Strategies for Owner/Employees
• What are the Ethical Issues to be Aware of?
  2:45 - 3:45, Eugene W. Chianelli Jr.
  • Ethical Standards
  • Role of Attorney in Entity Formation
  • Avoiding Conflicts of Interest
  • Prior Representation
• If and When Should You Use a Business Trust?
  3:45 - 4:30, Eugene W. Chianelli Jr.
  • The Little Known Entity Choice
  • Advantages of a Business Trust and Where Should It Be Formed
  • Real Estate Use of the Business Trust
  • Estate Planning Using Business Trusts

EUGENE W. CHIANELLI JR. is a shareholder with Higgins, Frankstone, Graves & Morris, P.A. in Chapel Hill, North Carolina. He is licensed to practice in North Carolina, Missouri and Illinois. Mr. Chianelli concentrates his legal practice on areas of business law, tax law, and estate planning. He counsels clients on entity selection, business planning, corporate and partnership tax planning and compliance, tax credits and other incentives, and state and local taxation issues. Mr. Chianelli also counsels clients on estate planning and wealth transfer issues. He also has built a tax controversy practice, and regularly represents clients in disputes with the Internal Revenue Service and North Carolina Department of Revenue. Mr. Chianelli has practiced law in North Carolina for six years, and prior to that, practiced with KPMG in its Raleigh office. In addition, he practiced law for several years in St. Louis prior to relocating to Raleigh. Mr. Chianelli's specialties there included taxation, employee benefits, estate planning, and general business law. Aside from his law practice, he is a leader in several professional associations. Mr. Chianelli has been a member of the Council of the North Carolina Bar Association Tax Section since 2006, and is its current secretary. He also teaches an income tax course in Campbell University's Master of Trust and Wealth Management program. Mr. Chianelli also is the author of several recent publications on income and estate tax topics and regularly speaks on these topics. He earned his undergraduate degree from James Madison University in Virginia and his law degree, cum laude, from Saint Louis University School of Law, where he was a staff member and editor of the Saint Louis University Law Journal. Mr. Chianelli then earned an academic scholarship to the Washington University School of Law's graduate tax program where he received his Master of Laws degree.

BRADLEY S. WOOLDRIDGE is an associate and a member of the corporate practice group with Manning Fulton & Skinner, P.A. He provides support to other members of the firm and represents clients with matters including taxation, tax controversies, mergers and acquisitions, and general corporate counseling. Additionally, Mr. Wooldridge represents clients with matters involving franchises and product distribution. He earned his B.S. degree from Washington and Lee University, his J.D. degree from the University of Alabama School of Law and his LL.M. degree from Northwestern University School of Law. Mr. Wooldridge is admitted to practice in Alabama and before the U.S. Tax Court. He is a member of the American Bar Association (Tax Section and Young Lawyers Division).

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