When a client comes to your office aflame with a fantastic new idea for a business, are you ready to offer him sure footing to start out with? How will your knowledge of business entity laws and mechanics stack up when existing business clients ask for your help in restructuring their company? This detailed comparative analysis of the most popular business entity organizational structures on today's market will help you find the perfect business match for any client. Ensure smooth business operations and continuous tax savings for every client – order today!

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

LLC VS. A CORPORATION: WHAT ARE THE PRINCIPAL NON-TAX DIFFERENCES?
9:00 - 10:30, Written and presented by G.P. Diminich and Halsey O. Schreier in Charleston.
Presented by Halsey O. Schreier in Columbia.

• Organizational Structure
  (Including: Stock vs. Non-Stock; For-Profit vs. Non-Profit; Closely Held vs. Public; Mutual Benefit Corporation; Single Member vs. Many Members; Member Managed vs. Manager Managed; PLLC; Series LLC, etc.)
• Member Control of Assets, Ownership
• Personal Fiscal Responsibility/Liability of the Members
• Investor Attraction
• The Lifetime of the Business Entity
• International Business Ramifications of Using an LLC
• Determining Which Business Structure Fits the Specific Situation Best – Pros and Cons of Using Either

S CORPORATIONS IN DETAIL
10:45 - 11:30, Written and presented by G.P. Diminich and Halsey O. Schreier in Charleston.
Presented by Halsey O. Schreier in Columbia.

• 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; Ineligible Businesses; Operating Agreements; Corporate and Shareholder Elections)
• Management of the S Corporation
• Dissolution and Termination

THE PROCESS OF INCORPORATION VS. LLC FORMATION
11:30 - 12:00, Written and presented by G.P. Diminich and Halsey O. Schreier in Charleston.
Presented by Halsey O. Schreier in Columbia.

• Selecting the State in Which to Incorporate
• Drafting the Articles of Incorporation and Filing With the State Government
• LLC Articles of Organization and the Filing Process
• Operating Agreement vs. Shareholders Agreement
• Sample Forms and Documents

TAXATION CONSIDERATIONS
1:00 - 2:00, Written and presented by G.P. Diminich and Halsey O. Schreier in Charleston.
Presented by Halsey O. Schreier in Columbia.

• 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

WALKING THE ETHICAL LINE
2:00 - 2:30 and 2:45 - 3:15, Written and presented by G.P. Diminich and Halsey O. Schreier in Charleston.
Presented by Halsey O. Schreier in Columbia.

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

ADVANCED ISSUES IN BUSINESS ENTITY SELECTION
3:15 - 4:30, Written and presented by G.P. Diminich and Halsey O. Schreier in Charleston.
Presented by Halsey O. Schreier in Columbia.

• 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

G.P. DIMINICH is a member of the law firm of Clawson & Staubes, LLC, and a certified specialist in taxation law, as well as a certified specialist in estate planning and probate law. He practices in the areas of wills, trusts, probate, estate planning, mergers and acquisitions, tax law, corporate law, partnership law, tax-exempt organizations, state and local taxation, business litigation and probate litigation. Mr. Diminich is a past legal writing instructor for the University of South Carolina School of Law. He is a member of the Charleston County, Berkeley County, and American bar associations (member, Taxation, Real Property, Probate and Trust Law, and Business Law sections); the South Carolina Bar (member, Tax Law, Probate, Estate Planning and Trust Law, and Corporate, Banking and Securities Law sections); the Charleston Estate Planning Council; and the Charleston Tax Roundtable. Mr. Diminich is past president of the Charleston Tax Council, admitted to the U.S. Tax Court, and a Certified Circuit Court Mediator. He earned his B.A. degree, with honors, from Davidson College; his J.D. degree from the University of South Carolina School of Law; his I.M.B.A. degree from the University of South Carolina Moore School of Business; and his LL.M. degree from New York University School of Law. (Charleston location)

HALSEY O. SCHREIER is an attorney with Clawson & Staubes, LLC, where his main areas of practice are tax law, corporate law, probate and estate planning. Mr. Schreier is admitted to the South Carolina Bar. He was research editor for the American Bar Association's Real Property, Trust and Estate Law Journal (2007-2008). Mr. Schreier is a member of the South Carolina Bar (Tax Law; Probate, Estate Planning and Trust Law sections), North Carolina Bar Association, American Bar Association (Tax Law; Real Property, Trust and Estate Law sections) and Charleston Tax Council. He earned his B.S. degree, magna cum laude, from the University of South Carolina, his J.D. degree from the University of South Carolina School of Law and his LL.M. degree from New York University School of Law. (Charleston and Columbia locations)

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