If you already have a basic understanding of business entities but now want to augment that knowledge with a more in-depth analysis of the factors to consider when weighing your entity options, then this is for you! Our experienced faculty will examine the critical legal, tax and securities aspects that impact LLCs, corporations and partnerships, so you are fully prepared to help your clients make the best choice of entity. Order today!

1. Emerging Trends and Legal Updates
2. Considering Purpose and Exit Strategy When Selecting an Entity
3. Drafting Operating Agreements
4. Tax Implications of Entity Selection
5. Securities Considerations
6. Ethical Considerations

Continuing Education Credits:   

* denotes specialty credits

1. Emerging Trends and Legal Updates
   8:30 - 9:00, Rhonda G. Williams
   
2. Considering Purpose and Exit Strategy When Selecting an Entity
   9:00 - 10:15, Amelia P. Nelson
   1. Determining Your Client's Objectives
   2. Fiduciary Duties for Each Entity Option
   3. Limitations on Management Structure
   4. Ability of Owners to Bind Entities
   5. Treatment of Capital vs. Treatment of Loans
   6. Equity and Phantom Equity Incentives Under Each Entity
   7. Exit Strategies if the Venture is Successful
   8. Exit Strategies if the Venture Fails
   9. Special Issues: Licensing, Alien Members, Investors/Workers, Contribution of Money/Property/Services
      
3. Drafting Operating Agreements
   10:30 - 11:45, Jill A. Douthett
   1. Management and Control: Crucial Provisions to Consider
   2. Structuring Provisions for Various Types of Distribution and Allocations
   3. Anticipating Problems and Disentanglement When Structuring the Operating Agreement
   4. Review of Sample Agreements
      
4. Tax Implications of Entity Selection
   12:45 - 2:15, Rhonda G. Williams
   1. Differences Between S-Corporation and Partnership Flow Through Taxation
   2. Treatment of Losses
   3. Debt Restructuring and Cancellations
   4. Capital Accounts and Future Profits Interests
   5. Special Allocations
   6. Equity-Based Compensation Planning
   7. Non-Liquidating Distributions and Dividends
   8. Planning for Self-Employment Tax
   9. Transfer of Appreciated and Depreciated Property
   10. Death or Retirement of a Member and Tax Alternatives
   11. Tax Aspects of Sale of Business (Asset Sale, Stock Sale or Merger)
   12. Deficit Restoration of Capital Accounts/Minimum Gain Chargebacks and Qualified Income Offsets
   13. Tax Deductions
       
5. Securities Considerations
   2:30 - 3:40, Jill A. Douthett
   1. When do Securities Laws Apply?
   2. Exemptions From Registration With the SEC
   3. State Securities Law Considerations
   4. Disclosure Issues for New Entities
   5. Common Securities Mistakes
      
6. Ethical Considerations
   3:40 - 4:40, David G. Gordon
   1. The Role of the Attorney as Advisor in Entity Formation
   2. Conflicts of Interest: Who is the Client?
   3. The Importance of Confidentiality
   4. Adequacy of Fees and Charges

JILL A. DOUTHETT is a sole practitioner in Rio Rancho, New Mexico, where she practices in the areas of business formation, LLCs, construction law, franchising and distribution, estate and business succession planning, general business, and contract law. She has spoken before various groups on her areas of practice. Ms. Douthett earned her B.A. degree from Tulane University in Louisiana, her J.D. degree from the University of Virginia, and she attended London School of Economics. She is a member of the American and Sandoval County bar associations, and the State Bar of New Mexico.

DAVID G. GORDON is an attorney at Sutin, Thayer & Browne, APC, where he works in the firm's commercial group. His practice primarily focuses on banking and real estate law, and includes representation for state and local tax matters.  Mr. Gordon also assists corporate clients in the formation and operation of their businesses. He completed his undergraduate course work at the University of New Mexico and earned his law degree from the University of New Mexico School of Law.

AMELIA P. NELSON is a practicing attorney and law lecturer at the Anderson School of Management, UNM. She received her law degree from Drake University School of Law in Des Moines, Iowa in 2002. Ms. Nelson is a sole practitioner at her firm APNLAW, LLC, focusing on estate planning, business law and personal injury. She is also of counsel to the law firm of Rugge, Rosales & Associates, P.C. which focuses on insurance fraud defense. Additionally, Ms. Nelson teaches business management law, employment law and advance legal topics at UNM, and is the faculty advisor for the Student Contract Management Association-UNM. In 1995, Ms. Nelson joined the U.S. Army as a counterintelligence agent, and served full time until she entered law school in 1999. She continued serving in the U.S. Army Reserves until 2004 and received an honorable discharge.

RHONDA G. WILLIAMS has worked in public accounting since 1984 and became a Certified Public Accountant in 1992. A graduate of Oral Roberts University, she is licensed in Oklahoma and New Mexico. Ms. Williams is currently the senior tax manager at Barraclough & Associates, P.C. in Santa Fe. Ms. Williams has a broad background in all areas of accounting and taxation. She teaches continuing education classes and gives seminar presentations to small business owners and nonprofit organizations. Ms. Williams also writes a monthly newsletter on nonprofit taxation and compliance issues. She is a member of the American Institute of Certified Public Accountants (AICPA) and the New Mexico Society of Certified Public Accountants (NMSCPA). Ms. Williams is leader of the Eldorado Buckaroos 4-H Club and a member of the Rotary Club of Sante Fe Centro.

Please refer to Continuing Education Credit FAQ for general information about seeking credit for your participation in one of our continuing education programs.

Additionally, our team of credit specialists are here to answer your specific credit-related questions weekdays 7am - 5pm Central:

Phone: 866-240-1890

Email: credit@nbi-sems.com