Live Seminar

LLCs From Start to Finish

Seminar

Date:

2 Day Seminar
Thursday, April 19, 2018 -
Friday, April 20, 2018

Time:

9:00 AM - 4:30 PM

Product ID#:

78803ER

Location:

Clarion Hotel

12601 W. 95th St

Lenexa, KS 66215

$575.00

$565 / Each Additional

Registration Includes Course Book

Credit Information

Continuing Legal Education

  • KS CLE - 14.00
  • MO CLE - 14.40

CPE for Accountants

  • CPE for Accountants/NASBA - 14.00

Program Description

Two Information-Packed Days of All Things LLC

Our veteran faculty 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; and work through difficult operating agreement provisions. You will also learn more focused skills and applications, such as forming LLCs to purchase real estate, utilizing series LLCs and much, much more. Understand LLCs inside and out - register today!

  • LLC or S-Corp? Examine major tax and non-tax advantages and disadvantages of each.
  • Determine which tax election is the best fit for every LLC you work with.
  • Walk through the nuts, bolts and best practices for forming or converting to an LLC.
  • Understand the mechanics of single member LLCs - organization, taxation, liability and operating agreements.
  • Craft an airtight LLC operating agreement for your client.
  • Get clarification on the legal uncertainties surrounding series LLCs.
  • Reinforce the liability protections offered by LLCs with current best practices.
  • Walk away with sample formation documents, agreements, tax forms and other reference materials.

Who Should Attend

This two-day, basic-to-intermediate level seminar is designed for attorneys. Accountants, banking professionals and paralegals may also benefit.

Course Content

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

  1. Single Member LLCs
  2. Using LLCs to Purchase Real Estate
  3. The Series LLC: Nuts and Bolts
  4. LLC or S-Corp Tax Considerations
  5. How to Draft the LLC Operating Agreement
  6. 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 in Asset Protection and Estate Planning
  4. Preventing and Handling Disputes in the LLC
  5. Top LLC Mistakes to Avoid in Everyday Business Practices
  6. Legal Ethics for the LLC Attorney

Continuing Education Credit

Continuing Legal Education

Credit Hrs State
CLE 14.00 -  KS*
CLE 14.40 -  MO*

National Association of State Boards of Accountancy – CPE for Accountants/NASBA: 14.00 *


* denotes specialty credits

Agenda / Content Covered

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

  1. Single Member LLCs
    9:00 - 10:00, James A. Borchers
    1. Tax Considerations
    2. Basics and Organization
    3. Liability/Asset Protection
    4. Drafting the Operating Agreement
    5. Top Single Member LLC Mistakes
  2. Using LLCs to Purchase Real Estate
    10:15 - 11:15, James A. Borchers
    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
  3. The Series LLC: Nuts and Bolts
    11:15 - 12:15, James M. Selle
    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
  4. LLC or S-Corp Tax Considerations
    1:15 - 2:15, John F. Thompson II
    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
  5. How to Draft the LLC Operating Agreement
    2:30 - 3:30, Chelsea L. Templeton
    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
  6. LLC Formation and Operation - Process, Procedures and Pitfalls
    3:30 - 4:30, Chelsea L. Templeton
    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, Jim McMullen
  2. LLC Conversions and Reorganizations
    10:15 - 11:15, Jim McMullen
    1. Mergers and Conversions
    2. Conversion or Reorganization
    3. Tax Challenges in Converting to an LLC
    4. Reorganization Tax Challenges
  3. Using LLCs in Asset Protection and Estate Planning
    11:15 - 12:15, Kathleen R. Urbom
    1. Asset Protection and Estate Planning with LLCs
    2. Transfer of Interest
    3. Using LLCs and Trusts Together
    4. Tax Planning and Reporting
  4. Preventing and Handling Disputes in the LLC
    1:15 - 2:15, Kathleen R. Urbom
  5. Top LLC Mistakes to Avoid in Everyday Business Practices
    2:30 - 3:30, Christopher F. Pickering
  6. Legal Ethics for the LLC Attorney
    3:30 - 4:30, Christopher F. Pickering
    1. Role of Attorney in LLC Formation
    2. Who is the Client?
    3. Avoiding Conflicts of Interest
    4. Attorneys' Fees
    5. Fraudulent Transfers

JAMES A. BORCHERS founded InNovare Law LC, in January, 2015. His practice focuses on small business, commercial transactions, real estate, franchising and estate planning. Annually, Mr. Borchers presents a seminar for The Missouri Bar on forming limited liability companies. He also teaches classes at the St. Charles Community College on starting your own business and serves as a mentor for various entrepreneur communities in the St. Louis area. Mr. Borchers received his B.A. degree in economics from Valparaiso University, his J.D. degree from Gonzaga University, and his LL.M degree in taxation from Washington University St. Louis. He is dedicated to helping attorneys recognize that LLCs are not corporations in LLC clothing. Mr. Borchers is active in various American Bar Association and The Missouri Bar committees relating to small business and estate planning.

JIM McMULLEN is an attorney and founder of Royal Blue Capital, LLC, located in Leawood, Kansas. He started his career in 1997 as a law clerk to the Honorable Deanell Reece Tacha on the 10th Circuit Court of Appeals, and then proceeded to practice law for five years at Sonnenschein (now Dentons), and then Weil Gotshal & Manges in their M&A and finance groups. In 2003, Mr. McMullen had the opportunity to return to Kansas City and join YRC Worldwide as a member of the legal team and an executive for its Logistics Division. It was during those four years at YRC Worldwide, and two subsequent years at Jayhawk Capital, a China-focused hedge and private equity fund group, that he honed his transactional skills and developed his vision for Royal Blue Capital, LLC. Mr. McMullen launched Royal Blue Capital, LLC in 2009. He graduated from Georgetown University’s School of Foreign Service in 1992. Mr. McMullen was an elementary school teacher for a few years before attending law school at the University of Kansas.

CHRISTOPHER F. PICKERING is the principal attorney for The Pickering Law Firm, P.A. The firm's practice focuses on the issues business face during break up, shareholder disputes, and issues with principal employees leaving the business. After earning his B.A. and M.A. degrees from the University of Iowa, Mr. Pickering earned his J.D. degree, cum laude, from Creighton University. From 1982 to 1984, he served as law clerk to the Honorable Richard H. Ralston, U.S. District Court, Western District of Missouri. Mr. Pickering is a member of The Missouri Bar, the Kansas Bar and the Bar of the Federal courts for the Western District of Missouri and the District of Kansas. He is also admitted to practice in Colorado. Mr. Pickering is a chapter author for the revised Kansas Ethics Handbook, and is a frequent speaker on the subjects of trial advocacy and expert testimony.

JAMES M. SELLE is a partner at Stinson Leonard Street LLP. He has extensive experience in regard to the formation, structuring and operation of limited liability companies, as well as corporations and partnerships, and also has extensive experience in regard to a wide range of commercial transactions, including sales, acquisitions, mergers, business structuring, contracts, licensing and other distribution arrangements, equity investments, and financings, with an emphasis on joint ventures and strategic alliances involving both public and private companies and transactions of local, national and international scope. Mr. Selle practices in the firm's private business division. He has presented numerous seminar programs and written numerous works involving limited liability companies, corporations, partnerships, joint ventures and strategic alliances. Mr. Selle earned his B.S. degree, in business administration, magna cum laude, and his J.D. degree, from the University of Missouri-Columbia. He is a member of The Missouri Bar (and has served as chair of its Business Law Committee and has also served on various entity and legislative review subcommittees) and the Kansas City Metropolitan Bar Association.

CHELSEA L. TEMPLETON is an attorney at Stinson Leonard Street LLP, in Kansas City, in the firm's corporate finance division. Her experience includes the representation of clients with respect to mergers, acquisitions, and joint ventures. Ms. Templeton also has a background in negotiating commercial and residential leases, employment agreements, independent contractor agreements, and noncompetition agreements. She has further experience regarding business formation issues. Ms. Templeton earned her B.A. degree from the University of Missouri-Kansas City and her J.D. degree from the University of Missouri-Kansas City School of Law. She is admitted to practice in Missouri and Kansas.

JOHN F. THOMPSON II is a shareholder with Kennedy Berkley Yarnevich & Williamson, Chartered, who assists families and business owners in the Kansas City area with estate planning, wills, trusts, banking, business formation, business succession planning, asset protection planning, contracts, and general corporate matters. Mr. Thompson is a member of the Kansa Bar Association and the Nebraska State Bar Association. He received his B.S. degree from Kansas State University and his J.D. degree from the University of Kansas School of Law.

KATHLEEN R. URBOM is a sole practitioner in Topeka and Olathe, where she has a civil practice, including contract formation and litigation, business entities formation and governance, estate planning and probate, and special education law. She has spoken previously on special education law, landlord tenant law and end of life planning, including business succession, wills and trusts, and guardian conservatorships. Ms. Urbom earned her B.S. degree from St. Mary of the Plains College and her J.D. degree from Washburn University of Topeka. She is a member of the Kansas and Topeka bar associations, the Women's Attorneys Association of Topeka, and Jenny Mitchell Kellogg Circle.

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

KS CLE: 14.00 Includes - Ethics: 1.00
Approved by the Kansas Continuing Legal Education Commission for 14.0 hours of continuing legal education credit, which includes 1.0 hour of ethics and professionalism credit.


MO CLE: 14.40 Includes - Ethics: 1.20
NBI, Inc. is an accredited sponsor with Missouri Minimum Continuing Legal Education. This program qualifies for 14.4 hours of CLE credit, which includes 1.2 hour of ethics, professionalism or malpractice prevention credit.


National Association of State Boards of Accountancy

N NAS: 14.00 Includes - Behavioral Ethics: 1.00, Business Law: 13.00
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 14.0 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 a basic to intermediate level program presented in a group live setting. Accountants should have a basic understanding of LLCs. This course will: 1. State recent legislative changes and developments impacting LLCs. 2. List key points of the Revised Uniform Limited Liability Company Act. 3. Explain the nuances of drafting single member LLC operating agreements. 4. Describe the series LLC structure. 5. Identify key non-tax differences between LLCs and S-Corps. 6. State key provisions of LLC operating agreements. 7. List key steps of the LLC formation process. 8. Identify procedures for dividing, issuing and transferring LLC member interests. 9. State tax challenges in converting to an LLC. 10. Explain the mechanics of using LLCs to purchase real estate. 11. Describe the mechanics of using LLCs in estate planning. 12. List common situations in which LLC disputes arise. 13. Identify top LLC mistakes to avoid in everyday business practices. 14. Describe areas where conflicts of interest may arise. Field(s) of Study -- Behavioral Ethics; Business Law.

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How To Order

Web: Order Now
Call: 800.930.6182
Fax: 715.835.1405
Mail: NBI
P.O. Box 3067
Eau Claire, WI 54702