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LLC VS. A CORPORATION: WHAT ARE THE PRINCIPAL NON-TAX DIFFERENCES?
9:00 - 10:00 Christian M. Bates, Adrienne A. Knauer and Scott R. Poe
- Organizational Structure
(Including: Stock vs. Non-Stock; For-Profit vs. Non-Profit; Closely Held vs. Public; Mutual Benefit Corporation; Single Member vs. Many Members; Member Managed vs. Manager Managed; PLLC; Series LLC, etc.)
- Member Control of Assets, Ownership
- Personal Fiscal Responsibility/Liability of the Members
- Investor Attraction
- The Lifetime of the Business Entity
- International Business Ramifications of Using an LLC
- Determining Which Business Structure Fits the Specific Situation Best - Pros and Cons of Using Either
S CORPORATIONS IN DETAIL
10:15 - 11:15 Christian M. Bates, Adrienne A. Knauer and Scott R. Poe
- Why Choose an S Corporation? Pros and Cons of Using S Corporations
- The S Corporation vs. an LLC
- Determining if an S Corporation is Right for You or Your Client
- Establishing the S Corporation
(Including: Internal Revenue Code Requirements; Ineligible Businesses; Operating Agreements; Corporate and Shareholder Elections)
- Management of the S Corporation
- Dissolution and Termination
THE PROCESS OF INCORPORATION VS. LLC FORMATION
11:15 - 12:30 Christian M. Bates, Adrienne A. Knauer and Scott R. Poe
- Selecting the State in Which to Incorporate
- Drafting the Articles of Incorporation and Filing with the State Government
- LLC Articles of Organization and the Filing Process
- Operating Agreement vs. Shareholders Agreement
- Sample Forms and Documents
TAXATION CONSIDERATIONS
1:30 - 2:30 Christian M. Bates, Adrienne A. Knauer and Scott R. Poe
- LLC as a Partnership
- Partnership Basis & Loss Concepts
- Single-Member LLC (Pass-Through Taxation)
- Taxation of the S Corporation and LLCs as S Corporations
- "Check the Box" Income Tax Regulations
- Tax Challenges in Converting to an LLC
WALKING THE ETHICAL LINE
2:30 - 3:30 Christian M. Bates, Adrienne A. Knauer and Scott R. Poe
- Ethical Standards and Civil Liability
- The Role of the Attorney as Advisor in Entity Formation
- Avoiding Conflicts of Interest: Who Is the Client?
- Confidentiality - Information Derived From an Earlier Representation
- Adequacy of Fees and Charges
ADVANCED ISSUES IN BUSINESS ENTITY SELECTION
3:45 - 4:30 Christian M. Bates, Adrienne A. Knauer and Scott R. Poe
- How Hard is it for Individual Members to Exit the Entity? What's the Procedure Involved?
- Handling Disputes Between Members or Shareholders
- Cross-Species Mergers, Acquisitions and Conversions
- Doing Business Across State Borders
- Maintaining the Status of the Business
- Business Succession and Other Estate Planning Considerations
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