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Michael Spadaccini. Ultimate LLC Compliance Guide
QUICKLY FIND WHAT YOU NEED TO KNOW
USE THE BOOK’S FEATURES AS HANDY REFERENCES
SUPPORTING WEBSITE
ABOUT THE AUTHOR
ACKNOWLEDGMENTS
SIMPLICITY AND FLEXIBILITY
POTENTIAL DISADVANTAGES OF THE LIMITED LIABILITY COMPANY
Advantages and Disadvantages of the Limited Liability Company
IS AN LLC A TYPE OF CORPORATION?
HOW LLCS ARE FORMED
HOW LLCS ARE GOVERNED
PROFESSIONAL LIMITED LIABILITY COMPANIES
LLCS VS. S CORPORATIONS
LIMITED LIABILITY COMPANY ACTS
Where to Find Your State Statutes
FILING MECHANICS
ARTICLES OF ORGANIZATION AND THE OPERATING AGREEMENT
PURPOSES AND POWERS
A Note on Prohibited Business Purposes
LIMITED LIABILITY COMPANY NAMES
Searching for Existing Trademarks
Searching the Secretary of State’s Records for LLC and Corporation Names
Reserving an LLC Name
Registered Office and Registered Agent
MEMBERSHIP INTEREST: THE LLC EQUIVALENT OF CORPORATE STOCK
Classes and Types of Membership
FUNDAMENTAL CHANGES
Merger or Consolidation
Sale of Assets
Dissolution and Liquidation
Activities During Dissolution
How Does a Dissolving LLC Manage Claims Made Against It?
Enforcing Claims Against Dissolved LLCs
DISSENTERS’ RIGHTS/MEMBERS’ APPRAISAL RIGHTS
Statutory Protection for Minority Members
LLC RECORDS
FOREIGN LLCS
The Concept of “Doing Business”
What If You Fail to Get Permission?
WHERE DO YOU ORGANIZE?
WHY ARE YOU REQUIRED TO FILE DOCUMENTS?
FINAL THOUGHTS ON LIMITED LIABILITY COMPANY ACTS
WHAT INFORMATION SHOULD YOU INCLUDE IN YOUR ARTICLES?
Don’t Disclose the Unnecessary
HOW DO YOU AMEND YOUR ARTICLES?
SHOULD YOU ORGANIZE BY YOURSELF OR HIRE AN ATTORNEY?
Self-Organization
Discount Organization Services
Hiring an Experienced Business Attorney
FINAL THOUGHTS ON ARTICLES OF ORGANIZATION
HOW IS AN OPERATING AGREEMENT MADE EFFECTIVE?
HOW DO YOU AMEND YOUR LLC’S OPERATING AGREEMENT?
FINAL THOUGHTS ON OPERATING AGREEMENTS
LOCAL TAXES, LOCAL LICENSES
PARTNERSHIP TAXATION
LLC TAXES: WHAT TO FILE AND HOW TO FILE AT YEAR-END
Single-Member LLCs vs. Multi-Member LLCs
LLC TAXES: EMPLOYMENT AND PAYROLL TAXES
How to Handle Employment Taxes: Payroll Services
Employer Tax Responsibility Checklist
THREE LANGUAGES FOR THREE TYPES OF BUSINESS ENTITIES
PROMOTERS
ORGANIZERS
MANAGERS, BOARD OF MANAGERS, AND COMMITTEE OF MANAGERS
How Many Managers Do You Need?
Where Do Managers Come From?
How Are Managers Appointed?
How Do the Managers Take Action?
How Long Do Managers Serve?
Can the Managers Delegate Authority?
DUTIES OF DUE CARE AND LOYALTY
The Manager’s Duty of Due Care
The Manager’s Duty of Loyalty
STATUTORY SOURCES OF LIABILITY FOR MANAGERS
ADVISORY BOARDS
OFFICERS
If Officers Are Not Required, Why Appoint Them?
Officer Job Descriptions
Becoming an Officer
INDEMNIFICATION AND INSURANCE FOR MANAGERS AND OFFICERS
MEMBERS
PRINCIPLES OF AGENCY LAW
Express or Implied Authority
Apparent Authority
Ratification Authority
FINAL THOUGHTS ON THE PLAYERS
EQUITY, OWNERSHIP, STOCK, AND SECURITIES LAWS
Why Are There Securities Laws?
What Is a Security?
What Does Registration of Securities Involve?
Are There Any Exemptions from Registration?
How Does an LLC Issue Ownership to Founders and Outside Investors?
What Can Be Accepted in Payment for Equity?
Are Stock Certificates or Unit Certificates Required?
CHARACTERISTICS AND CLASSES OF MEMBERSHIP INTERESTS
What Characteristics Should You Give Your LLC Membership Interest?
Where Are Stock Characteristics Described?
Contract Law Applies
DIVIDENDS
How Are Dividends Declared?
How Are Dividends Taxed and Can I Pay Myself in Dividends?
What Are Cumulative Dividends?
PRE-EMPTIVE RIGHTS
Stock Transfer Restrictions
MISCELLANEOUS STOCK CONCEPTS
RESTRICTING ADMISSION OF NEW MEMBERS
EXPELLING MEMBERS FROM THE LLC
BUYING BACK THE INTERESTS OF DEPARTING MEMBERS
When a Member Seeks to Transfer His or Her Interest
When a Member Departs from the LLC
Valuing a Member’s Interest
IS IT A REGULAR MEETING OR A SPECIAL MEETING?
IS NOTICE OF THE MEETING REQUIRED?
IS THERE A MEETING AGENDA?
ARE FORMAL PROCEDURES REQUIRED?
Keep It Simple
What’s a Quorum?
ARE THERE ANY VOTING REQUIREMENTS FOR THE MANAGERS?
What If a Manager Has a Conflict of Interest?
CAN MANAGERS ACT WITHOUT A FORMAL MEETING?
WHO SERVES AS MANAGERS?
MANAGER LIABILITY AND THE BUSINESS JUDGMENT RULE
FINAL THOUGHTS ON MANAGERS’ MEETINGS
ANNUAL MEETING OF MANAGERS CHECKLIST
IS YOUR MEETING ANNUAL OR SPECIAL?
WHO CAN CALL A SPECIAL MEETING?
IS NOTICE OF THE MEETING REQUIRED?
IS A QUORUM REQUIRED?
WHO CAN VOTE AT A MEMBERS’ MEETING?
What Is a Proxy?
Can the LLC Reject a Proxy or a Member’s Vote?
What Is Cumulative Voting?
Election Inspectors
Secret Ballots
If There Is No Quorum or the Meeting Ends with Unfinished Business
CAN MEMBERS ACT WITHOUT A MEETING?
ANNUAL MEETING CHECKLIST FOR MEMBERS
RECORDING MEETINGS OF MANAGERS AND MEMBERS WITH MINUTES
What Minutes Should Contain
Legal Requirements for Minutes
Minutes of Annual Meeting of Members
Minutes of a Special Meeting of Members
Minutes of Annual Meeting of Managers
Minutes of a Special Meeting of Managers
AN ALTERNATIVE TO MINUTES: WRITTEN CONSENT RESOLUTIONS
List of Activities That Require a Resolution
ANNUAL AND PERIODIC REPORTS
LLC RECORD-KEEPING
LLC IDENTITY AND INTEGRITY. Letterhead and Business Cards
Identification Numbers, Permits, and Licenses
How to Apply for an EIN Online
How to Apply for an EIN by Telephone
Title to Assets
Insurance
Bank Accounts
Document LLC Transactions with Officers and Managers
LLC PAPERWORK CHECKLIST
THE LLC SUES
THE LLC IS SUED
OWNER SUITS
Individual Suits
Derivative Suits
FINAL THOUGHTS ON LAWSUITS
INTRODUCTION
DISREGARDING THE LLC ENTITY
INSTRUMENTALITY/ALTER EGO
CONTRACT AND TORT CLAIMS
TAXICAB CASES
PERSONAL INJURY CASES AND CLAIMS
CONTRACT CREDITORS AND CONTRACT CLAIMS
GOVERNMENT CLAIMS
PARENT AS ALTER EGO OF SUBSIDIARY
THE SEVEN MOST IMPORTANT LIABILITY PROTECTION RULES
A Dead Company Offers Little Liability Protection
LIABILITY PROTECTION: CORPORATION VS. LLC
FINAL THOUGHTS ON LIABILITY PROTECTION
LLC Dos and Don’ts Checklist
Parent/Subsidiary/Successor Considerations Checklist
GUIDELINES FOR SELECTING AND WORKING WITH YOUR PROS
Select Good Professionals
Start Early
Learn What You Can Do Inhouse
Keep Your Professionals Up-to-Date
Bring Several Matters up at One Time
Ask Questions
Question Billing Statements
Remember That You Are Important to Your Professional
FINAL THOUGHTS ON USING YOUR PROFESSIONAL TEAM
CONCLUSION
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California
Colorado
Connecticut
District of Columbia
Delaware
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
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Montana
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Nevada
New Hampshire
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North Carolina
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Ohio
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Pennsylvania
Rhode Island
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Tennessee
Texas
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Washington
West Virginia
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