Audio CD + Course Book

LLCs From Start to Finish

Audio CD + Course Book

Copyright Date:

December, 2017

Product ID#:

77462CDRA

Audio + Course Book

Credit Information

Continuing education credit
is not available on this program.


  • For additional questions regarding
  • continuing education credits,
  • please contact us at 866-240-1890
  • or credit@nbi-sems.com
From Event: LLCs From Start to Finish, held December 2017.

Program Description

This guide will walk you through the entire LLC cycle with practical how-to's, practice pointers, cautionary advice and sample forms. Stay up to date with the latest LLC legislation, trends and developments; consider all factors in entity selection and formation; work through difficult operating agreement provisions and much, much more. Understand LLCs inside and out - order today!

Course Content

Day 1: Legal Update, Entity Selection, Formation, Operating Agreements and More

  1. Delaware Legislative Update, Recent Trends and Developments in LLCs
  2. The Revised Uniform Limited Liability Company Act (RULLCA): What You Need to Know
  3. Single Member LLCs
  4. The Series LLC: Nuts and Bolts
  5. LLC or S-Corp Tax Considerations
  6. How to Draft the LLC Operating Agreement
  7. LLC Formation and Operation - Process, Procedures and Pitfalls

Day 2: Dividing Member Interests, LLC Conversions, Reorganizations and Disputes

  1. Dividing, Issuing and Transferring LLC Member Interests
  2. Using LLCs in Asset Protection and Estate Planning
  3. Preventing and Handling Disputes in the LLC
  4. How to Draft the LLC Operating Agreement
  5. Top LLC Mistakes to Avoid in Everyday Business Practices
  6. Legal Ethics for the LLC Attorney

Continuing Education Credit

Continuing education credit is not available at this time.
For additional questions regarding continuing education credits please contact us at 866-240-1890 or credit@nbi-sems.com.

Agenda / Content Covered

Day 1: Legal Update, Entity Selection, Formation, Operating Agreements and More

  1. Delaware Legislative Update, Recent Trends and Developments in LLCs
    9:00 - 9:45, Leanne C. McGrory
  2. The Revised Uniform Limited Liability Company Act (RULLCA): What You Need to Know
    9:45 - 10:45, Leanne C. McGrory
  3. Single Member LLCs
    11:00 - 12:00, Christopher M. Winter
    1. Tax Considerations
    2. Basics and Organization
    3. Liability/Asset Protection
    4. Drafting the Operating Agreement
    5. Top Single Member LLC Mistakes
  4. The Series LLC: Nuts and Bolts
    1:00 - 2:00, Leanne C. McGrory
    1. Tax Considerations
    2. Uses, Background, Structure
    3. The Series LLC Agreement
    4. Doing Business in Non-Series States
    5. Developments, Trends and Case Law
  5. LLC or S-Corp Tax Considerations
    2:15 - 3:30, Edward Fronczkowski
    1. LLC Taxed as a Disregarded Entity vs. Partnership vs. S-Corp
    2. Formation Issues
    3. Pass Through Treatment of LLCs
    4. Tax Basis, Debt and Loss Concepts
    5. Self- Employment Tax Issues
    6. Liquidation of the LLC vs. S-Corp
    7. Qualified Subchapter S Subsidiary
    8. Compensation Strategies for Owner/Employees
  6. LLC Formation and Operation - Process, Procedures and Pitfalls
    3:30 - 4:30, Michael P. Maxwell
    1. Walkthrough of Formation Procedures
    2. Drafting Articles of Organization
    3. Member Managed vs. Manager Managed
    4. Rights and Duties of Members; Fiduciary Duties
    5. Management Structure
    6. Assignments of Membership Interests
    7. Funding an LLC
    8. Mistakes Made in Everyday Business Practices That Expose Personal Liability
    9. Member and Manager Liability Issues
    10. Crossing State Borders with LLCs

Day 2: Dividing Member Interests, LLC Conversions, Reorganizations and Disputes

  1. Dividing, Issuing and Transferring LLC Member Interests
    9:00 - 9:45, Michael P. Maxwell
  2. Using LLCs in Asset Protection and Estate Planning
    9:45 - 10:45, Lisa L. Coggins
    1. Asset Protection and Estate Planning with LLCs
    2. Transfer of Interest
    3. Using LLCs and Trusts Together
    4. Tax Planning and Reporting
  3. Preventing and Handling Disputes in the LLC
    11:00 - 12:00, Lisa L. Coggins
  4. How to Draft the LLC Operating Agreement
    1:00 - 2:30, Christopher L. Messa
    1. Formation Provisions
    2. Management and Voting Provisions
    3. Transfer Restrictions, Right of First Refusal, Impasse (Put/Call), Capital Call and Dissolution Provisions
    4. Distribution and Allocation Provisions
    5. LLC Operating Agreement Mistakes
    6. Sample Agreement Review
  5. Top LLC Mistakes to Avoid in Everyday Business Practices
    2:45 - 3:30, Christopher L. Messa
  6. Legal Ethics for the LLC Attorney
    3:30 - 4:30, Thad J. Bracegirdle
    1. Role of Attorney in LLC Formation
    2. Who is the Client?
    3. Avoiding Conflicts of Interest
    4. Attorneys' Fees
    5. Fraudulent Transfers

THAD J. BRACEGIRDLE is an attorney with Wilks, Lukoff & Bracegirdle, LLC. He has practiced law in Delaware since 1997. His practice focuses on representing and advising Delaware corporations, their directors and stockholders in corporate and commercial litigation relating to fiduciary duties, mergers and acquisitions, corporate governance and other issues concerning Delaware law and federal securities law. Mr. Bracegirdle also has counseled clients and litigated disputes regarding limited partnerships, limited liability companies and other business entities governed by Delaware law. He has experience in all aspects of trial and appellate practice before state and federal courts, including the Delaware Court of Chancery. His experience includes advising and representing clients with respect to stockholder class actions and derivative suits, applications for preliminary injunctive relief, indemnification of officers and directors, requests for access to stockholder lists and corporate books and records, and other issues arising under the general corporation law of Delaware. Mr. Bracegirdle has authored or co-authored several articles on issues of Delaware corporate law in such publications as Corporate Counsel Weekly, Insights, the Tax Management Compensation Planning Journal and Law 360. He is admitted to practice before the courts of Delaware and Pennsylvania, as well as the U.S. District Court of Delaware and the U.S. Court of Appeals for the Third Circuit. Mr. Bracegirdle is a member of the Delaware State Bar Association, the American Bar Association and the Richard S. Rodney Inn of Court. He earned his B.A. degree from the University of Pennsylvania and his J.D. degree from the University of Pennsylvania School of Law, where he served as Comments Editor for the University of Pennsylvania Journal of International Economic Law.

LISA L. COGGINS is an attorney with Woloshin Lynch & Associates, P.A. in Wilmington, Delaware. She has practiced law in Delaware since 2002 with a focus on estate and trust planning and administration, business formation and transactions,  elder law and commercial bankruptcy. Ms. Coggins regularly represents individuals, businesses of all sizes, municipalities and various fiduciaries. Additionally, she often serves as a court-appointed attorney ad litem in guardianship actions and represents clients through Delaware Volunteer Legal Services. Ms. Coggins speaks at continuing legal education seminars several time as year. She is a member of the Delaware State Bar Association; the Delaware Bankruptcy American Inn of Court and the International Women’s Insolvency and Restructuring Confederation. Ms. Coggins earned her B.A. degree from the University of Delaware and her J.D. degree from Widener University Delaware Law School. She is admitted to practice in Delaware, New York, Massachusetts and Florida; and before the U.S. District Court for the District of Delaware.

EDWARD FRONCZKOWSKI, CPA, is a partner at Maillie LLP, a certified public accounting firm with offices in Wilmington, Delaware; West Chester, Pennsylvania; and Mont Clare, Pennsylvania. Licensed in both Delaware and Pennsylvania, Mr. Fronczkowski brings a solid grounding in all phases of accounting to his practice, which includes a wide range of clients in construction, manufacturing, retailing, not-for-profit organizations and governmental agencies. He also plays a key role in the firm's employee benefit plan auditing practice. Mr. Fronczkowski is a member of the American Institute of Certified Public Accountants (AICPA) and the Delaware Society of Certified Public Accountants. He received his accounting degree from Goldey-Beacom College.

MICHAEL P. MAXWELL is an attorney in the business group of Potter Anderson & Corroon LLP. Since 2008, Mr. Maxwell has represented both lenders and borrowers in a variety of commercial financing transactions, including asset-based financing, real estate mortgage financings and other credit related transactions. He has spoken before business and legal professionals on corporate entities law. Mr. Maxwell is a member of the American Bar Association (Business Law Section) and the Delaware State Bar Association. He earned his B.A. degree, cum laude, from the University of Louisville and his J.D. degree from Tulane Law School.

LEANNE C. McGRORY is a partner with The Stewart Law Firm in Wilmington, Delaware. Her practice focuses on matters of corporate and special entity law, including limited liability companies, statutory trusts, limited partnerships, and public benefit corporations. Ms. McGrory provides advice and renders legal opinions in the context of a variety of transactions, such as structured financings and reorganizations. She is admitted to practice law in Delaware and Pennsylvania and before the United States District Court for the District of Delaware and the U.S. Supreme Court. Ms. McGrory earned her B.A. degree in conjunction with the Honors Program from the University of Delaware and her J.D. degree from Georgetown University Law Center.

CHRISTOPHER L. MESSA is a partner in the corporate/business entity counseling practice group of Berger Harris LLP. Since 2007, Mr. Messa has practiced in the areas of commercial transactions, secured transactions, the Uniform Commercial Code and concentrates his practice on the formation and use of Delaware entities, including corporations, limited liability companies, limited partnerships and trusts. He earned a B.A. degree from Colgate University, an M.B.A. degree from Babcock School of Management at Wake Forest University and his J.D. degree from Wake Forest University School of Law. Mr. Messa is a member of the American Bar Association and the Delaware State Bar Association.

CHRISTOPHER M. WINTER is a partner with the law firm of Duane Morris LLP. Since 2001, Mr. Winter has practiced in the areas of business reorganization and bankruptcy, commercial finance, commercial and corporate transactions, corporate and alternative entity law. He is a member of the firm's new markets tax credit practice group, which represents parties in finance transactions utilizing the Federal New Markets Tax Credit program. Mr. Winter is a member of the Corporate and Commercial Law Sections of the Delaware State Bar Association, the Business Law Section of the American Bar Association, the American Bankruptcy Institute and is admitted to practice in Delaware and Pennsylvania. He has spoken for business and professional groups on legal ethics and on business bankruptcy law update. Mr. Winter earned his B.A. degree from Rutgers University and his J.D. degree, with honors, from Rutgers 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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Phone: 866-240-1890

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