Course Description
Program Description
Avoid, Manage and Leverage Formation, Tax and Operating Agreement Oversights
We asked. You told us what the most common issues are that you encounter daily with your LLC clients. This practical full-day course, taught by seasoned faculty who overcome these hurdles on a consistent basis, will give you the exact mechanisms you need to tackle the problems you combat most. The unique business structure and rules of LLCs make them an invaluable instrument for your clients - don't miss out on this opportunity to learn not only how to spot potential pitfalls, but also how to plan and design the LLC to better meet their needs. Register today!
Review critical considerations when establishing entities to minimize LLC veil piercing.
Determine when and how to use the LLC, as opposed to the S Corp.
Uncover all the uses (and liabilities) of using LLCs in connection with trusts.
Review real-world operating agreement provisions gone wrong, including distribution, allocation, capital call and voting.
Find out common mistakes members make that allow the LLC veil to be pierced.
Tackle tax mistakes made during LLC formation, change of tax status, conversion and reorganization.
Who Should Attend
This intermediate level program is designed for the following individuals:
Attorneys
Accountants
CPAs
Enrolled Agents
Commercial Bankers/Loan Officers
Paralegals
Course Content
LLC, S-Corp, C-Corp or Inc.?
Is a Single Member LLC a Viable Option? Are There Formation Traps I Need to Avoid? How Can the Single Member LLC Veil be Pierced?
Mistakes Made in Taxation of LLCs
Failure to Go to the Next Level for Asset Protection Planning Purposes
LLC Veil Piercing: Mistakes Made in Everyday Practice That Expose Personal Liability
LLC Operating Agreements Gone Wrong (with Real-Life Examples)
Disputes in the LLC: What NOT to do When the Love is Gone
Ethical Traps in the LLC
Continuing Education Credit
Continuing Legal Education
Credit Hrs State
CLE 6.50 - IL
CLE 8.00 - KS*
CLE 8.00 - MO*
Enrolled Agent – Enrolled Agent: 8.00 *
Institute of Certified Bankers – ICB: 8.00 *
International Association for Continuing Education Training – IACET: 0.70
National Association of State Boards of Accountancy – CPE for Accountants: 8.00 *
Agenda
Agenda / Content Covered
LLC, S-Corp, C-Corp or Inc.?
8:30-9:30, Robert J. Payne
Establishing Entities to Minimize LLC Veil Piercing
Series LLC Landmines
Selection of the State/Filing Requirements
Ownership Interests/Investor Attraction/Control of Asset Ownership
Mistakes in Failure to Forum Shop
Operational Issues
Management/Organizational/Governance Flexibility
Fiduciary Obligations
Is a Single Member LLC a Viable Option? Are There Formation Traps I Need to Avoid? How Can the Single Member LLC Veil be Pierced?
9:30-10:00, Robert J. Payne
Mistakes Made in Taxation of LLCs
10:15-11:30, Ivan E. Beeman
LLC Taxed as Partnership? Sub S Corp? C Corp?
Single Member LLCs Taxed as Disregarded Entity
Pass Through Treatment and Formation Issues
Changing LLC Tax Status and Conversion/Reorganization Tax Mistakes
Transfer of Appreciated Property to the LLC
Taxation on Sales of an Interest and Check-the-Box Regulation
Employment/Self-Employment Tax Issues
Compensation Planning, Use of Guaranteed Payments & Distributive Shares
Termination, Liquidation and Dissolution Issues
Death or Retirement of a Member
Using Elections to Make Optional Basis Adjustments to Minimize Tax in Distributions
Sale-Leaseback Arrangements
Failure to Go to the Next Level for Asset Protection Planning Purposes
11:30-12:15, Michelle M. Masoner
LLC Asset Protection Perils
The Value of LLC Assets and Step-Up Basis
To Asset Freeze or Not to Asset Freeze?
Preserving Low Value of LLC Assets
Using LLC's and Trusts Together
LLC Veil Piercing: Mistakes Made in Everyday Practice That Expose Personal Liability
1:15-1:45, Fang Shen
LLC Operating Agreements Gone Wrong (with Real-Life Examples)
1:45-2:40, Fang Shen
Capital Call/Admission of New Members
Management Removal and Indemnification of Manager
Voting Provisions and Transfer Restrictions
Distribution and Allocation Clauses
Amendments and Tax and Reporting Clauses
Buy/Sell/Forced Sale Rights, Impasse and Dissolution
Disputes in the LLC: What NOT to do When the Love is Gone
2:55-3:40, Christopher F. Pickering
When Members Encounter Unresolvable Issues Between Them
When the Operating Agreement Doesn't Cover a Disputed Issue
Direct vs. Derivative Actions and Choice of Forum
Breach of Fiduciary Duties
Additional Capital Contributions
Break-Up of the Estate Planning/Asset Protection LLC in a Dispute Context
Ethical Traps in the LLC
3:40-4:40, Christopher F. Pickering
Role of Attorney in LLC Formation
Avoiding Conflicts of Interest
When to Refer an LLC Case Out
Fraudulent Transfers