Читать книгу Ultimate LLC Compliance Guide - Michael Spadaccini - Страница 3
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CHAPTER 1 - LLCs and Limited Liability Company Acts
POTENTIAL DISADVANTAGES OF THE LIMITED LIABILITY COMPANY
IS AN LLC A TYPE OF CORPORATION?
PROFESSIONAL LIMITED LIABILITY COMPANIES
LIMITED LIABILITY COMPANY ACTS
ARTICLES OF ORGANIZATION AND THE OPERATING AGREEMENT
LIMITED LIABILITY COMPANY NAMES
MEMBERSHIP INTEREST: THE LLC EQUIVALENT OF CORPORATE STOCK
DISSENTERS’ RIGHTS/MEMBERS’ APPRAISAL RIGHTS
WHY ARE YOU REQUIRED TO FILE DOCUMENTS?
FINAL THOUGHTS ON LIMITED LIABILITY COMPANY ACTS
CHAPTER 2 - Articles of Organization
WHAT INFORMATION SHOULD YOU INCLUDE IN YOUR ARTICLES?
HOW DO YOU AMEND YOUR ARTICLES?
SHOULD YOU ORGANIZE BY YOURSELF OR HIRE AN ATTORNEY?
FINAL THOUGHTS ON ARTICLES OF ORGANIZATION
CHAPTER 3 - The Limited Liability Company Operating Agreement
HOW IS AN OPERATING AGREEMENT MADE EFFECTIVE?
HOW DO YOU AMEND YOUR LLC’S OPERATING AGREEMENT?
FINAL THOUGHTS ON OPERATING AGREEMENTS
CHAPTER 4 - Taxes and General Information for All Businesses
LLC TAXES: WHAT TO FILE AND HOW TO FILE AT YEAR-END
LLC TAXES: EMPLOYMENT AND PAYROLL TAXES
THREE LANGUAGES FOR THREE TYPES OF BUSINESS ENTITIES
PART II - The Limited Liability Company Players
CHAPTER 5 - Promoters, Managers, Officers, and Agents
MANAGERS, BOARD OF MANAGERS, AND COMMITTEE OF MANAGERS
DUTIES OF DUE CARE AND LOYALTY
STATUTORY SOURCES OF LIABILITY FOR MANAGERS
INDEMNIFICATION AND INSURANCE FOR MANAGERS AND OFFICERS
PART III - The Limited Liability Company Players
CHAPTER 6 - LLC Ownership and LLC Stock
EQUITY, OWNERSHIP, STOCK, AND SECURITIES LAWS
CHARACTERISTICS AND CLASSES OF MEMBERSHIP INTERESTS
CHAPTER 7 - Agreements to Control Ownership and Management
RESTRICTING ADMISSION OF NEW MEMBERS
EXPELLING MEMBERS FROM THE LLC
BUYING BACK THE INTERESTS OF DEPARTING MEMBERS
PART IV - LLC Formalities: Meetings, Minutes, and Resolution of Managers and Members
CHAPTER 8 - Managers’ Meetings
IS IT A REGULAR MEETING OR A SPECIAL MEETING?
IS NOTICE OF THE MEETING REQUIRED?
ARE FORMAL PROCEDURES REQUIRED?
ARE THERE ANY VOTING REQUIREMENTS FOR THE MANAGERS?
CAN MANAGERS ACT WITHOUT A FORMAL MEETING?
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?
WHO CAN VOTE AT A MEMBERS’ MEETING?
CAN MEMBERS ACT WITHOUT A MEETING?
ANNUAL MEETING CHECKLIST FOR MEMBERS
CHAPTER 10 - Minutes of Meetings, Resolutions by Consent, and More Paperwork
RECORDING MEETINGS OF MANAGERS AND MEMBERS WITH MINUTES
AN ALTERNATIVE TO MINUTES: WRITTEN CONSENT RESOLUTIONS
PART V - Lawsuits and Personal Liability Protection
CHAPTER 11 - Suing and Being Sued as an LLC
CHAPTER 12 - How to Effectively Manage Your LLC to Maximize Liability Protection
PERSONAL INJURY CASES AND CLAIMS
CONTRACT CREDITORS AND CONTRACT CLAIMS
PARENT AS ALTER EGO OF SUBSIDIARY
THE SEVEN MOST IMPORTANT LIABILITY PROTECTION RULES
LIABILITY PROTECTION: CORPORATION VS. LLC
FINAL THOUGHTS ON LIABILITY PROTECTION
CHAPTER 13 - Using Your Professional Team
GUIDELINES FOR SELECTING AND WORKING WITH YOUR PROS
FINAL THOUGHTS ON USING YOUR PROFESSIONAL TEAM
APPENDIX A - Supplement LLC Forms
APPENDIX B - State Reference Information
