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1. LLC vs. a Corporation: What Are the Principal Non-Tax Differences?
2. S Corporations in Detail
3. Walking the Ethical Line
4. Governing Documents and Choice of Entity
5. Taxation Considerations
6. Advanced Issues in Business Entity Selection

Continuing Education Credits:   

* denotes specialty credits

LLC VS. A CORPORATION: WHAT ARE THE PRINCIPAL NON-TAX DIFFERENCES?
9:00 - 10:00, Stephanie P. Chapman

• Organizational Structure
  (Including: Comparison to Sole Proprietorship, Corporation, and Various forms of Partnerships)
• Common Governance Structures and Statutory Requirements
• Determining Which Business Structure Fits the Specific Situation Best – Pros and Cons of Using Either
• LLC Articles of Organization and the Filing Process
• Selecting the State in Which to Organize

S CORPORATIONS IN DETAIL
10:15 - 11:00, Stephanie P. Chapman

• Why Choose an S Corporation? Pros and Cons of Using S Corporations
• The S Corporation vs. an LLC
• Determining if an S Corporation is Right for You or Your Client
• Establishing the S Corporation
  (Including: Internal Revenue Code Requirements; Businesses Restrictions; Corporate and Shareholder Elections)
• Management of the S Corporation
• Dissolution and Termination

WALKING THE ETHICAL LINE
11:00 - 12:00, Stephanie P. Chapman and Ryan J. Duffy

• Ethical Standards and Civil Liability (Chapman)
• The Role of the Attorney as Advisor in Entity Formation (Chapman)
• Avoiding Conflicts of Interest: Who is the Client? (Duffy)
• Confidentiality – Information Derived From an Earlier Representation (Duffy)
• Adequacy of Fees and Charges (Duffy)

GOVERNING DOCUMENTS AND CHOICE OF ENTITY
1:00 - 1:45, Stephanie P. Chapman

• Operating Agreement vs. Shareholders Agreement
• Sample Forms and Documents
• Other Choice of Entity Considerations

TAXATION CONSIDERATIONS
1:45 - 3:00, Ryan J. Duffy

• LLC as a Partnership
• Partnership Basis & Loss Concepts
• Single-Member LLC (Pass-Through Taxation)
• Taxation of the S Corporation and LLCs as S Corporations
• “Check the Box” Income Tax Regulations
• Tax Challenges in Converting to an LLC

ADVANCED ISSUES IN BUSINESS ENTITY SELECTION
3:15 - 4:30, Ryan J. Duffy

• How Hard is it for Individual Members to Exit the Entity? What's the Procedure Involved?
• Handling Disputes Between Members or Shareholders
• Cross-Species Mergers, Acquisitions and Conversions
• Doing Business Across State Borders
• Maintaining the Status of the Business
• Business Succession and Other Estate Planning Considerations

STEPHANIE P. CHAPMAN is a shareholder with the law firm of McAfee & Taft, A Professional Corporation, where her practice is focused in the areas of business transactions and taxation, and wealth transfer planning. Ms. Chapman's achievements have earned her inclusion in  Oklahoma "Rising Stars", which recognizes the state's top up-and-coming attorneys. She is a member of the Oklahoma Bar Association and the Taxation Section of the American Bar Association. Ms. Chapman earned her LL.M. degree from New York University and her B.A. degree, magna cum laude, and her J.D. degree, with highest honors, from the University of Oklahoma. While at NYU, she served as a graduate editor of the Tax Law Review.

RYAN J. DUFFY is an attorney with the Oklahoma City law firm of Andrews Davis, where he concentrates his practice in the areas of estate planning and administration, tax, corporate organization, transactional law, real estate, commercial litigation and probate. Mr. Duffy is a member of the Oklahoma and Oklahoma County bar associations and the Ruth Bader Ginsburg Inn of Court. He also is a member of the Oklahoma Bar Association Law Schools Legislative Monitoring Committees and is chair of the Strategic Planning Committee. Mr. Duffy earned his B.A. degree  from Oklahoma State University and his J.D. degree from the University of Oklahoma School of Law.

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

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