Audio CD + Course Book

LLCs From Start to Finish

Audio CD + Course Book

Copyright Date:

February, 2018

Product ID#:

78160CDRA

Audio + Course Book

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From Event: LLCs From Start to Finish, held February 2018.

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. Florida 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. LLC Conversions and Reorganizations
  3. Using LLCs to Purchase Real Estate
  4. Using LLCs in Asset Protection and Estate Planning
  5. Preventing and Handling Disputes in the LLC
  6. Top LLC Mistakes to Avoid in Everyday Business Practices
  7. Legal Ethics for the LLC Attorney

Continuing Education Credit

Continuing Legal Education

Credit Hrs State Credit Approval Expiration
CLE 12.00 ME * 02/12/2020
CLE 12.00 NE * 02/12/2020

* denotes specialty credits

Agenda / Content Covered

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

  1. Florida Legislative Update, Recent Trends and Developments in LLCs
    9:00 - 9:30, T. Scott Tufts
  2. The Revised Uniform Limited Liability Company Act (RULLCA): What You Need to Know
    9:30 - 10:15, T. Scott Tufts
  3. Single Member LLCs
    10:30 - 11:15, T. Scott Tufts
    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
    11:15 - 12:15, P. Prestin Weidner
    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
    1:15 - 2:15, P. Prestin Weidner
    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. How to Draft the LLC Operating Agreement
    2:30 - 3:30, Eric J. Hall
    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
  7. LLC Formation and Operation - Process, Procedures and Pitfalls
    3:30 - 4:30, Eric J. Hall
    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 - 10:00, Kenneth J. Crotty
  2. LLC Conversions and Reorganizations
    10:15 - 11:15, Kenneth J. Crotty
    1. Mergers and Conversions
    2. Conversion or Reorganization
    3. Tax Challenges in Converting to an LLC
    4. Reorganization Tax Challenges
  3. Using LLCs to Purchase Real Estate
    11:15 - 12:00, Randall O. Reder
    1. Asset Protection Rules and Laws for Real Estate Investment
    2. Insurance Considerations, Issues and Pitfalls
    3. Transferring the Title to the Real Estate to an LLC - Do's and Don'ts
    4. Tax Traps and Strategies
    5. Creative Ways to Minimize Risk
  4. Using LLCs in Asset Protection and Estate Planning
    1:00 - 2:00, Randall O. Reder
    1. Asset Protection and Estate Planning With LLCs
    2. Transfer of Interest
    3. Using LLCs and Trusts Together
    4. Tax Planning and Reporting
  5. Preventing and Handling Disputes in the LLC
    2:00 - 2:45, Randall O. Reder
  6. Top LLC Mistakes to Avoid in Everyday Business Practices
    3:00 - 3:30, Randall O. Reder
  7. Legal Ethics for the LLC Attorney
    3:30 - 4:30, Randall O. Reder
    1. Role of Attorney in LLC Formation
    2. Who is the Client?
    3. Avoiding Conflicts of Interest
    4. Attorneys' Fees
    5. Fraudulent Transfers

KENNETH J. CROTTY is a partner in the Clearwater, Florida, law firm of Gassman, Crotty & Denicolo, P.A. He practices in the areas of estate tax and trust planning, taxation, physician representation, and corporate and business law. Mr. Crotty has co-authored several handbooks that have been published in BNA Tax & Accounting; Steve Leimberg's, Estate Planning and Asset Protection Planning Newsletters; and Estate Planning magazine. Mr. Crotty, Alan Gassman and Christopher Denicolo are the coauthors of the BNA book, Estate Tax Planning, in 2011 & 2012. He received his B.A. degree from the University of California, his J.D. degree from Quinnipiac University, and his LL.M. degree in estate planning from the University of Miami.

ERIC J. HALL is a shareholder with Hill Ward Henderson. Mr. Hall represents clients primarily in business combination transactions and other corporate and transactional matters. His experience includes advising public companies in connection with mergers and acquisitions, corporate governance, and securities reporting and compliance matters. He also advises privately-held companies and their owners with respect to mergers and acquisitions, entity formation, corporate governance and various other ongoing business and securities law matters. Mr. Hall has experience with clients in several different industries, including health care, technology, real estate, automotive and financial services. He earned his B.S. degree (accounting), with honors, from the University of Florida. He earned his M.A. degree (accounting) from the University of Florida and his J.D. degree, with honors, from the University of Florida Levin College of Law. He received his LL.M. degree (tax) from Case Western Reserve University School of Law.

RANDALL O. REDER is the principal of Randall O. Reder, P.A., in Tampa. Mr. Reder's law practice emphasizes real estate law including title law, easements, and mortgage foreclosure defense. His practice also includes appellate, business, and probate law. Mr. Reder is a member of the Attorney’s Title Insurance Fund, Bay Area Real Estate Council, Carrollwood Community Bar Association, and Hillsborough County Bar Association. He has lectured on boundary disputes, road and access law, landlord tenant law, title disputes, insurance, corporate, and computer related issues. Mr. Reder earned his B.S. degree from the University of South Florida and his J.D. degree from Florida State University. He served as senior attorney for seven years for Chief Justice Joseph A. Boyd, Jr. Mr. Reder is a contributing writer to The Supreme Court of Florida and Its Predecessor Courts, 1821-1917. He is the author of the chapter on corporations published by The Florida Bar in its manual, Florida Small Business Practice. He has been in private practice as a sole practitioner since 1988. Mr. Reder writes and distributes by e-mail, a digest of Florida appellate opinions called the Weekly Reder.

T. SCOTT TUFTS is the founder and principal member of the Tufts Law Firm, PLLC, in Orlando, Florida. Mr. Tufts' firm is focused on legal tax representation in six primary practice areas, including abusive tax shelters (detection and analysis); business divorces and estate disputes; partners in peril (agreement assessment and review, plus partnership disputes); tax consultation and advice; tax litigation; tax whistleblower; and representation before the IRS and worker classification. He is a board-certified tax lawyer of The Florida Bar. Mr. Tufts earned his B.S. degree in accounting from Florida State University, his J.D. degree from Wake Forest University School of Law and his LL.M. degree in taxation from the University of Miami. He is licensed in the United States Court of Federal Claims. Mr. Tufts is admitted to practice in North Carolina and Florida, before the Internal Revenue Service and in the U.S. Tax Court.

P. PRESTIN WEIDNER is a shareholder with Hill Ward Henderson in Tampa, Florida. His practice primarily involves federal and state tax planning and advice for business transactions, mergers and acquisitions, the formation of partnerships, joint ventures and other business entities and equity-based compensation arrangements. He also engages in general business and corporate matters. He earned his B.S. degree, in accounting, magna cum laude, from Florida State University; his J.D. degree from Vanderbilt University Law School, where he served as articles editor for the Vanderbilt Law Review and was elected to the Order of the Coif; and his LL.M. degree, in taxation, with distinction, from Georgetown University Law Center, where he was a graduate tax scholar. Mr. Weidner is a member of the Tax Section of The Florida Bar, the American Bar Association and the Hillsborough County Bar Association.

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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Accreditation Details:

Continuing Legal Education

ME CLE: 12.00 Credit Approval Exp
02/12/2020
Includes - Ethics: 1.00
This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course may receive up to 12.0 hours of self-study CLE credit including 1.0 ethics hours under M. Bar R. 12. No more than 5.5 hours of self-study CLE credit may be earned during a reporting period.


NE CLE: 12.00 Credit Approval Exp
02/12/2020
Includes - Ethics: 1.00
NBI, Inc. is an accredited CLE sponsor in the state of Nebraska. This activity has been approved for up to 12.0 distance learning CLE credits, including 1.0 hour of professional responsibility credit. No more than 5.0 hours of distance learning CLE credit may be earned during a reporting period.


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