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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.

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, Paul Kogan
  2. The Revised Uniform Limited Liability Company Act (RULLCA): What You Need to Know
    9:30 - 10:00, Paul Kogan
  3. Single Member LLCs
    10:00 - 11:00, Jeffrey Weinstock
    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, Paul Kogan
    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, Bonnie Mackey
    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
    2:15 - 3:15, David H. Salmon
    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, Zachariah R.F. Evangelista
    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, Steven F. Samilow
  2. LLC Conversions and Reorganizations
    10:00 - 11:00, Brett Trembly
    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, Michelle Diaz Cofiño
    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, Brett Trembly
  5. Top LLC Mistakes to Avoid in Everyday Business Practices
    2:15 - 3:15, Geil S. Bilu
  6. Legal Ethics for the LLC Attorney
    3:30 - 4:30, Geil S. Bilu
    1. Role of Attorney in LLC Formation
    2. Who is the Client?
    3. Avoiding Conflicts of Interest
    4. Attorneys' Fees
    5. Fraudulent Transfers

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