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, Margaret D. Farrell
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 - 11:15, Margaret D. Farrell
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
   11:15 - 12:15, Drew P. Kaplan
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
   1:15 - 2:15, Drew P. Kaplan
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
   2:15 - 3:15, Tobias Lederberg
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
   3:30 - 4:30, Tobias Lederberg
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

MARGARET D. FARRELL is an attorney at the Providence law firm of Hinckley, Allen & Snyder LLP, where she is the head of the securities practice group, practicing in mergers and acquisitions and general business law. She has lectured to professional groups on recent developments in business law. Ms. Farrell earned her A.B. degree, cum laude, from Smith College and her J.D. degree from the University of Cincinnati. She is a member of the American (Business Law Section) and Rhode Island (Corporation Section) bar associations. She is currently listed in Woodward/White Inc.'s Best Lawyers in America and Chamber & Partners' USA Guide to America's Leading Lawyers for Business.

DREW P. KAPLAN is a partner in the law firm of Chace Ruttenberg & Freedman, LLP. He has been practicing law for more than 30 years and currently practices in the areas of federal taxation, general business, corporate law, low income housing tax credits and estate planning. Mr. Kaplan earned his B.A. degree, cum laude, from Wesleyan University and his J.D. degree from Boston University Law School. He was an instructor at the Bryant College Graduate Tax Program and is a member of the Rhode Island Bar Association.

TOBIAS LEDERBERG is a partner with the law firm of Lederberg & Blackman LLP. Mr. Lederberg practices in the area of business law and has extensive experience in all aspects of a company's legal life cycle, from choice of entity planning, company formation, equity structuring and financing, business plan implementation, and exit strategy execution. He has close to 20 years' experience in advising a wide variety of clients ranging from college students forming their first business to large, multinational, publicly traded corporations. Mr. Lederberg is a frequent guest lecturer at local universities on the topic of entrepreneurship law. He has served as a director and officer for a number of for-profit and non-profit organizations and currently serves as chairman of the Board of Social Ventures Partners Rhode Island. In 2011, Mr. Lederberg authored Rhode Island's first low-profit, limited liability company (L3C) legislation, which unanimously passed both the Rhode Island House and Senate and takes effect on July 1, 2012.  He is a graduate of Harvard College, where he was a John Harvard Scholar and earned his J.D. degree from Boston University of Law, where he was editor-in-chief of the International Law Journal.

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