Program Description

Explore the Advantageous Uses and Benefits of LLCs

Limited liability companies can be a favorable route for business owners, but do you have the knowledge you need to stay in compliance with current legislation and make them work for you? Join us for a comprehensive program where you'll gain the information you need to make informed decisions on taking advantage of LLCs and putting them to work for you. Enroll today!

• Do you know if an LLC is the best entity for you or your client? Explore and compare the various business formations so you can select the best option.
• Prevent future disagreements by preparing articles of organization that cover all your bases.
• Utilize tax benefits with an understanding of how LLCs are taxed as pass-through entities.
• Stay in compliance with current securities laws when transferring membership interests.
• Know how to use the LLC advantageously to hold property, for venture capital projects and estate planning.
• Learn how to create a comprehensive operating plan using our sample document as your guide.
• Don't put your business at risk: stay in compliance with current state and federal legislation.

Who Should Attend

This intermediate level seminar will provide attendees the knowledge and skills they need to expand their understanding of limited liability companies. Those who should attend include:

• Attorneys
• CPAs and Accountants
• Presidents and Vice Presidents
• Owners and Managers
• CFOs
• Controllers
• Paralegals

Course Content

1. Why Limited Liability Companies?
2. How to Comply Under State Law
3. Fully Using Tax Advantages
4. Creating Practical Operating Procedures
5. Advantageous Uses of LLCs
6. Ethical Issues During LLC Formation

Continuing Education Credit

Continuing Legal Education

Credit Hrs State
CLE 8.00 -  NJ*
CLE 8.00 -  NY*
CLE 6.50 -  PA*

International Association for Continuing Education Training – IACET: 0.70

National Association of State Boards of Accountancy – CPE for Accountants/NASBA: 8.00 *

Professional Achievement in Continuing Education – PACE: 8.00 *

* denotes specialty credits

Learn More - View Credit Detail

Agenda / Content Covered

1. WHY LIMITED LIABILITY COMPANIES?
   8:30 - 9:15, Susan Alexander Ott
   
   1. History and Types of LLCs
   2. The State Statute
   3. Comparison to Other Entities
      1. C Corporations
      2. S Corporations
      3. General and Limited Partnerships
      4. Other Entities
   4. Who Should Use LLCs?
   5. Q&A
2. HOW TO COMPLY UNDER STATE LAW
   9:15 - 10:15, Susan Alexander Ott
   
   1. Avoiding Trouble With Concise Articles of Organization
   2. How Much Protection From Liability do LLCs Provide?
   3. Handling Mergers and Conversions
   4. Proper Property Transfers
   5. Guiding Clients Through Dissolution
   6. Practical Uses for One-Person LLCs
   7. Why Foreign LLCs?
   8. Special Rules for Regulated Professionals
   9. Exceptions to Limited Liability
   10. Q&A
3. FULLY USING TAX ADVANTAGES
   10:30 - 12:00, S. John Kelly
   
   1. Taxation as a Partnership or Corporation
   2. Tax Advantages Over Other Entities
   3. Election Out of Partnership Status
   4. Flexibility in Allocations
   5. How Self-Employment Taxes Are Covered
   6. "Check the Box" Income Tax Regulations
   7. Q&A
4. CREATING PRACTICAL OPERATING PROCEDURES
   1:00 - 2:15, Elliot Dater
   
   1. How Internal Management and Regulation Choices Affect the Entity
   2. Important Powers and Duties of Members
   3. Complete Records, Returns and Reports: Safeguarding the Organization
   4. The Comprehensive Operating Agreement - Sample Review
   5. Securities Law Issues Related to Issuance or Transfer of Membership Interests in LLCs
   6. Q&A
5. ADVANTAGEOUS USES OF LLCs
   2:30 - 3:40, S. John Kelly
   
   1. Using an LLC to Hold Real Property
   2. How You Can Hold Tangible Personal Property or Intangible Assets
   3. As a Valuation "Freeze" Entity
   4. Estate Planning Options
   5. Holding Life Insurance Policies in an LLC
   6. For Venture Capital Projects and Corporate Joint Ventures
   7. LLCs in Lieu of Corporate Subsidiaries
   8. Q&A
6. ETHICAL ISSUES DURING LLC FORMATION
   3:40 - 4:40, Elliot Dater
   
   1. Ethical Standards and Civil Liability
   2. The Role of the Attorney as Advisor in LLC Formation
   3. Avoiding Conflicts of Interest
   4. Confidentiality - Information Derived From an Earlier Representation
   5. Q&A

SUSAN ALEXANDER OTT is an attorney practicing with the firm of Owen & Conley, LLC. She is a former hospital administrator and development officer with law practice experience in nonprofit law, business law and healthcare law. Ms. Ott has functioned as a governance, planning and fund development consultant for many regional nonprofits and is currently acting executive director of the Foundation to Advance Public Health Through Certification. She has lectured extensively and produced articles on various topics related to nonprofit structure, governance, compliance, grantsmanship and conflict of interest avoidance. For more than 20 years, Ms. Ott has served as a member or as an officer on many local nonprofit boards and professional associations and has raised, or assisted others to raise, millions of dollars from public and private sources for western Pennsylvania health and welfare projects. She offers pro bono legal services as a member of Volunteer Lawyers for the Arts, is the vice president of the Health Law Section of the Allegheny County Bar Association, is a member of the Westmoreland County Bar Association, and is a member of the Pittsburgh Planned Giving Council. Ms Ott is a guest lecturer for Duquesne University School of Law Community. She earned her B.S. degree, cum laude, and a Master of Public Health degree from the University of Pittsburgh; and her J.D. degree from Duquesne University.

ELLIOT DATER is a partner in the Pittsburgh Office of Schnader Harrison Segal & Lewis LLP, where he co-chairs of the firm's emerging companies practice group and is a member of the firm's Business Services Department. He represents Israeli companies doing business in the United States and U.S. companies and investors doing business in Israel, as well as emerging growth companies in the technology and medical device industries. Mr. Dater's practice focuses on defense, technology and life sciences companies, investors in all stages of private equity financing, mergers and acquisitions, intellectual property, commercial law, government contracting, and general corporate counseling. Prior to joining Schnader Harrison Segal & Lewis LLP, he built Israeli related practices at two different leading U.S. law firms and represented U.S. and Israeli clients in the technology, life science, defense, food and insurance industries. Prior to his move to Israel in 1995, Mr. Dater served as counsel to the Government of Israel, Ministry of Defense, Mission to the United States, in New York. He is an adjunct professor at the University of Pittsburgh School of Law where he co-teaches the course, "Law and Entrepreneurship." Mr. Dater earned his B.A. degree in political science with concentrations in Near Eastern studies and statistics from the University of Michigan and his J.D. degree from the University of Michigan Law School.

S. JOHN KELLY is of counsel at Strassburger McKenna Gutnick & Gefsky. He is experienced in solving complex business and financial issues in a tax efficient manner, mergers, acquisitions and joint ventures and business transactions and counseling. Mr. Kelly earned his B.A. degree, with distinction and honors, from the University of Michigan, Ann Arbor, and his J.D. degree, cum laude (member, Law Review), from the University of Pittsburgh School of Law. He is a member of the American Bar Association, Pennsylvania Bar Association, Allegheny County Bar Association and the Pittsburgh Tax Club. Mr. Kelly is admitted to practice in Pennsylvania; New York; U.S. District Court, Western District of Pennsylvania; and the U.S. Tax Court.

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

Accreditation Details: Continuing Legal Education NJ CLE: 8.00 Includes - Ethics: 1.20 This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 8.0 hours of total CLE credit. Of these, 1.2 qualify as hours of credit for ethics/professionalism. NY CLE: 8.00 Includes - Areas of Professional Practice: 7.00, Ethics: 1.00 This course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 8.0 credit hours. 7.0 hours can be applied to the Areas of Professional Practice requirement and 1.0 hour can be applied toward the ethics and professionalism requirement. This live format program is appropriate for experienced attorneys. PA CLE: 6.50 Includes - Ethics: 1.00 This program has been approved by the Pennsylvania Continuing Legal Education Board for a total of 6.5 hours, including 5.5 hours of substantive law, practice and procedure CLE credit and 1.0 hour of ethics, professionalism or substance abuse CLE credit. International Association for Continuing Education Training N IACET: 0.70 NBI, Inc. is accredited by the International Association for Continuing Education and Training (IACET) and is authorized to issue the IACET CEU. NBI, Inc. is authorized by IACET to offer 0.7 CEUs for this program. At the end of the program, participants must complete a self-assessment in order to receive credit. 100% attendance is required. (Provider #1004558) Upon completion of this course, attendee will be able to: 1. List at least three advantages of using an LLC over other entity structures. 2. Recall five common compliance issues involving state laws governing the operation of LLCs. 3. Describe the differences between tax treatment as a partnership versus a corporation. 4. List five critical provisions needed in an LLC operating agreement. 5. State from recall at least two non-business uses of LLCs. 6. Distinguish between ethical and unethical conduct during LLC formation. National Association of State Boards of Accountancy N NAS: 8.00 Includes - Regulatory Ethics: 1.00, Taxes: 7.00 NBI, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org. This program is designed to qualify for 8.0 hours (based on 50 minute credit hour) of continuing professional education credit for accountants. For more information regarding administrative policies such as complaint and refund, please contact our offices at (800) 930-6182. This is an intermediate level program presented in a group live setting. Accountants should have a basic understanding of corporate and partnership income tax matters. This course will: - Discuss how to utilize tax benefits with an understanding of how LLCs are taxed as pass-through entities - Explain how to stay in compliance with current securities laws when transferring membership interests - Describe how to create a comprehensive operating plan using sample documents as a guide Field(s) of Study -- Taxes; Regulatory Ethics. Professional Achievement in Continuing Education N PACE: 8.00 Includes - Chartered Financial Consultant: 8.00 This seminar qualifies for 8.0 PACE (Professional Achievement in Continuing Education) credit hours for ChFC.