Get Up to Date on LLC Changes and Avoid Costly Missteps
The Washington LLC Act has changed. Are you ready for it? Are your clients ready? Existing operating agreements will need to be updated and new operating agreements will need to comply. The new Act affects numerous in the LLC operating agreement such as fiduciary duties, new default provisions, distributions and indemnification. Join us as our expert faculty brings you up to speed on the latest developments and teaches best practices for drafting and reviewing operating agreements. Register today!
- Draft solid operating agreements that comply with the revised Act.
- Understand the new rights of judgment creditors and how they can foreclose on an interest.
- Determine which fiduciary duties should be modified to fit the needs of the client.
- Learn which provisions can't be altered or waived.
- Explore the changes to manager's and member's rights and authority.
- State LLC Law Update: Revisions You Need to Know
9:00 - 9:45,
Mark D. Kimball
- Overview of Changes
- Recent Developments
- Current Trends
- Court Rulings
- Managers and Members: Changes to Rights, Roles and Authority
9:45 - 10:30,
- Substantial Changes to Definitions and Requirements
10:45 - 12:00,
Mark D. Kimball
- Clarifying Important Term Definitions and How They Apply
- "Member," "Manager"
- "Transfer," "Transferee" and "Transferable Interest"
- "Sign," "Signed," "Signature" and "Writing"
- "Knowledge" and "Notice"
- "Manifestly Unreasonable"
- Using an LLC for "Any Lawful Purpose"
- New Filing and Reporting Requirements
- Filing Statements of Authority: Apparent Authority and the Power to Bind
- Requirements for Foreign LLCs and Service of Process
- Handling Reorganizations: Mergers, Domestication and Conversion
- Operating Agreements: How the Scope, Function and Limitations Have Changed
1:00 - 1:45,
Glen G. Utzman
- Does the Statute of Frauds Apply to Agreements Made by Conduct, Verbal and Electronic Communications?
- Default Provisions that Should be Addressed
- RULLCA Provisions That Can't be Altered
- Clarifying Control of Management Structure
- Rules for Contributions and Distributions
- Remedies for Oppressive Conduct of Members and/or Managers
- Derivative Actions and the Establishment of Special Litigation Committees
- Indemnification and Insurance
- Deadlock, Dissolution, Winding Up and How to Avoid Judicial Dissolution
- When is it Advantageous to Use Recitals?
- How to Apply RULLCA to Existing/New Agreements
- Performing Audits of Existing Operating Agreements
- LLC Formation and Operating Procedures/Requirements Under RULLCA: Changes Attorneys Need to Know
1:45 - 2:30, Glen G. Utzman
- Shelf Registration
- Certificate of Organization and the Shelf LLC
- New Formation Procedures and Requirements
- Series LLCs Under RULLCA
- Complete Records, Returns and Reports: Safeguarding the Organization
- Operating Agreement or Legal Formation: Which Comes First?
- Internal Management and Regulation Choices
- Securities Law Issues Related to Issuance or Transfer of Membership Interests in LLCs
- RULLCA's Reshaping of Fiduciary Duties
2:45 - 3:30,
- Standards of Conduct for Members and Managers
- Qualifying Fiduciary Duties: Consent of Members for Drafting and Modifying
- Which Fiduciary Duties Should be Modified and to What Extent
- RULLCA Ethical Considerations
3:30 - 4:30,
David J. Lenci
- Advising Clients to Form Under RULLCA
- Disclosure to Clients of Significant Risks of the Act
- Security of Transactions with Third Parties
- When Does an Attorney-Client Relation Exist in LLC Formation
- New Creditor Rights Under RULLCA
- Who is the Client?
- Communication with Clients
- Joint Representations
This basic-to-intermediate level seminar is designed for attorneys. Accountants, paralegals, and LLC managers and members may also benefit.