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 and Tax Challenges

Continuing Education Credits:   

* denotes specialty credits

1. LLC vs. Incorporation: Choosing the Right Business Structure
   9:00 - 9:45, Jeffrey M. Grieff
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
   9:45 - 10:45, R. Shawn Griggs
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
   11:00 - 12:00, Karl A. Weiss
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
4. Maximizing Tax Advantages of the LLC
   1:00 - 2:15, Karl A. Weiss
1. Summary review of choice of entity issues for tax purposes
2. Brief history of LLCs and taxation (Rev. Rul. 88-76)
3. “Check the Box” regulations (C corporation, S corporation, partnership, or disregarded entity)
4. Rev. Proc. 2002-69 (disregarded entities in community property states)
5. C corporation issues
6. S corporation issues
7. Partnership issues
8. Partnership capital contributions (including services and appreciated property)
9. Partnership debt and effect on basis (recourse and non-recourse debt)
10. Guaranteed Payments
11. Partnership allocations (including substantial economic effect of special allocations)
12. Partnership distributions and draws
13. Sale of interests (discounting, funding, installment sales, and closing tax year)
14. IRC § 409A, IRC § 751, and IRC § 754 issues
15. Termination, liquidation, and dissolution issues
16. Employment and self-employment tax issues
17. Anti-abuse rule
18. LLCs as asset protection and estate planning vehicles (e.g., family LLCs)
19. Sale-Leaseback Arrangements
5. The Ethics of LLC Formation and Conversion
   2:30 - 3:30, Michelle H. Bomberger
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 and Tax Challenges
   3:30 - 4:30, Denny F. Wong
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

MICHELLE H. BOMBERGER is an experienced business woman, turned lawyer and founder of Equinox Business Law Group, a boutique law firm focused on the unique issues business owners and CEO's face in the formation, growth and exit planning stages of business. She is a popular speaker on topics important to launching and growing a business and has presented for various King County and Washington State Bar Association programs including the WSBA's annual Solo and Small Firm Conference. She has also been a guest speaker at Seattle University's Albers School of Business and its law school. Ms. Bomberger is an active member of the King County Bar Association and Washington State Bar Association, where she served as the chairperson of the Law Office Management Assistance Program. She earned her B.S. degree from the University of Notre Dame and her J.D. and M.B.A. degrees from Northwestern University in Chicago.

JEFFREY M. GRIEFF is a shareholder of Jeffrey M. Grieff, P.S. He is also of counsel to the Seattle law firm, Stafford Frey Cooper, P.C.  Mr. Grieff has practiced law for more than 20 years. His areas of practice include the formation, maintenance of and tax planning for closely held businesses, closely held business transfers and estate planning including trusts and wills, probates and the taxation of estates and trusts. Mr. Grieff earned his B.A. degree from the University of Washington and his J.D. degree from University of Puget Sound. He is a member of the Washington State Bar Association Business Law and Real Property Probate and Trust sections and the American Bar Association Business Law and the Real Property Trust and Estate Law sections. Mr. Grieff volunteers his services to the Law Office Management Assistance Program (LOMAP) for consultation and advice regarding choice of entity issues. He has been a presenter in numerous programs for lawyers and CPAs.  Mr. Grieff's detailed biographical information can be viewed at www.staffordfrey.com .

R. SHAWN GRIGGS is an attorney with the Seattle law firm of Holmes Weddle & Barcott, PC, where his practice focuses on corporate law, transactions, admiralty and fisheries law. He has lectured on corporate law issues in the past for National Business Institute. Mr. Griggs earned his B.B.A. degree, cum laude, from Gonzaga University and his J.D. degree from the University of Washington. He is a member of the Washington State Bar Association.

KARL A. WEISS is a principal with the Seattle Law firm of Lasher Holzapfel Sperry & Ebberson, PLLC. His practice focuses primarily on general business and corporation law with a heavy emphasis on federal and state taxes. He has been recognized by Seattle magazine as a top lawyer (tax law), Seattle Business Monthly magazine as a best business lawyer (tax law) and by Washington Law & Politics magazine as a rising star and super lawyer. Mr. Weiss is a member of the taxation section of the Washington State Bar Association and is a contributing author of the WSBA Washington Partnership and Limited Liability Company Deskbook. He earned his B.A. degree from the University of Wisconsin-Madison, his J.D. degree from Willamette University and his LL.M. degree in tax from New York University.

DENNY F. WONG is a shareholder in the Seattle law firm of Graham & Dunn PC, where he chairs the firm's tax practice. Mr. Wong has extensive experience handling matters relating to corporations, partnerships and limited liability companies, with a particular emphasis on tax planning. He advises clients on the formation, operation, structuring and restructuring of business entities, non-profit corporations, executive compensation, retirement plans and mergers and acquisitions. In addition, he has represented real estate developers and foreign investors in U.S. real estate in a variety of projects and transactions and assisted high-net worth individuals with their business and financial planning. Mr. Wong also advises clients on employee benefits issues. He is a member of the Washington State, King County and American bar associations. Mr. Wong earned his B.A. degree, cum laude, from the University of Washington, his M.A. degree from the University of California at Berkeley, his J.D. degree from Cornell University and his LL.M. degree in taxation from New York University.

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