The One Resource Required for Every Attorney Forming a Delaware LLC

Transcription

1 The One Resource Required for Every Attorney Forming a Delaware LLC NEW! Drafting Delaware LLC Agreements: Forms and Practice Manual contains all of the model LLC agreements you ll need. Manage all aspects of Delaware LLC formation with the most complete analysis of the Delaware LLC Act as it applies to LLC formations: More than 40 fully customized Delaware LLC agreements on CD-ROM Agreements cover every major ownership, management, and tax structure Expert insights enable you to understand complex Delaware LLC Act provisions Plain-English explanations clarify federal and state tax issues important to Delaware entity formations Plus practice tips, checklists, warnings about drafting pitfalls, and more! BONUS! FREE Exclusive Monthly e-newsletter Only for purchasers of Drafting Delaware LLC Agreements: Forms and Practice Manual 30-Day RISK-FREE Trial! Details inside...

2 Determine the Best Type of LLC Agreement for Your Client and instantly access model agreements customized to Delaware law New! Co-authored by a member of the Delaware State Bar Association, with more than 25 years of experience in alternate entity practice. In 2007, Delaware and non-delaware businesses formed no fewer than 81,923 Delaware LLCs. Many investors and lenders require that any LLC to which they entrust money be formed under the Delaware LLC Act, and the Delaware LLC Act is the neutral act-of-choice for LLCs having members from multiple states. But the Delaware Act is also among the lengthiest and most complex of U.S. LLC acts, and every attorney forming LLCs under this act must be fully versed in its intricacies. Save Time. Simplify the Drafting Process. Eliminate Uncertainty. Drafting Delaware LLC Agreements: Forms and Practice Manual provides: More than 40 model LLC Agreements fully customized to Delaware law Expert commentary to help you choose the correct agreement Practical tips for planning, negotiating, and drafting Delaware LLC agreements Expert guidance on the advantages and disadvantages of each Delaware LLC ownership, management, and tax structure Clear reminders of the documents needed to make agreements complete All agreements customized down to the clause level Sample language covering a wide variety of scenarios Plain-English explanations of tax structures Drafting Delaware LLC Agreements: Forms and Practice Manual delivers more than 40 customized, easy-to-use, downloadable agreements and the full Delaware Act all on CD-ROM. Each agreement has its own Table of Contents, so you can go directly to key sections and choose the paragraphs you need, customized to comply with the Delaware Act right down to the clause level. Order Today and Start Your FREE e-newsletter Subscription! Written each month by the authors of Drafting Delaware LLC Agreements: Forms and Practice Manual, this exclusive e-newsletter keeps you up-to-date on statutory and case law analyses, practical commentary, practice tips regarding the Delaware LLC statute and more.

3 About the Authors John M. Cunningham is the principal of the Law Offices of John M. Cunningham, P.L.L.C., Concord, New Hampshire, and he is of counsel to McLane, Graf, Raulerson & Middleton, P.A., Manchester, NH. Mr. Cunningham s practice is focused on forming LLCs for business start-ups and on restructuring existing companies. He was formerly a trial attorney with the Tax Division of the United States Department of Justice and a member of the Foreign Trade and Tax Department in the Chicago office of the law firm of Baker & McKenzie. He is the author of Drafting Limited Liability Company Operating Agreements (Aspen Publishers). Vernon R. Proctor Vernon R. Proctor, a founding partner of Proctor Heyman LLP, has a diverse litigation and counseling practice relating to Delaware business entities, primarily in the Delaware Court of Chancery. Mr. Proctor has served as special counsel to board committees of public and private Delaware corporations in connection with mergers and other major corporate transactions and has a substantial practice involving the resolution of limited partnership and limited liability company disputes. For ten years, he was a member of the Corporation Law Council of the Delaware State Bar Association, a group of attorneys that considers and recommends proposed changes to the Delaware General Corporation Law. He is currently a member of the Alternate Entities Committee of the Delaware State Bar Association, which serves the same function with respect to Delaware statutes governing general partnerships, limited partnerships, and limited liability companies. Mr. Proctor graduated from Harvard College, and received his law degree from Harvard Law School. Always Current! Drafting Delaware LLC Agreements: Forms and Practice Manual is completely up-todate, but to make sure you remain current with the latest legal developments, you ll automatically receive updates, revisions, supplements and/or new editions on a 30-day risk-free trial basis with absolutely no obligation to purchase. Upon receipt, you will have 30 days in which to purchase or return. You may cancel this automatic supplementation program at any time simply by notifying Aspen Publishers. NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES BUSINESS REPLY MAIL FIRST-CLASS MAIL PERMIT NO. 88 FREDERICK, MD POSTAGE WILL BE PAID BY ADDRESSEE ASPEN PUBLISHERS 7201 MCKINNEY CIRCLE PO BOX 990 FREDERICK MD

4 Drafting Delaware LLC Agreements: Forms and Practice Manual Summary Table of Contents INTRODUCTION Introduction The Entity Formation Process Overview THE DELAWARE LIMITED LIABILITY COMPANY ACT FROM AN LLC FORMATION VIEWPOINT Introduction to the Delaware Limited Liability Company Act; Choosing Between the Delaware Act and Other LLC Acts Delaware LLCs The Ten Chief Statutory Characteristics Non-Tax Choice of Entity Choosing the Right Business Organization Form for a Business Entity under Delaware Business Organization Law Key Provisions of the Delaware Limited Liability Company Act Relevant to LLC Formations; Key Statutory Gaps Forming Delaware Series LLCs USING MODEL LIMITED LIABILITY COMPANY AGREEMENTS IN DELAWARE LLC FORMATIONS Choosing the Right Model LLC Agreement for a Delaware LLC Introduction Evaluating Delaware LLC Agreements Evaluating Individual Delaware Evaluating Sets of Delaware The Model Limited Liability Company Agreements In This Book Miscellaneous Comments MISCELLANEOUS ISSUES IN DELAWARE LLC FORMATIONS Using Planning Memos In Delaware LLC Formations Statutory Conversions of Delaware Corporations to Delaware Limited Liability Companies under the Delaware General Corporation Law and the Delaware Limited Liability Company Act LLC TAXATION Handling Tax Issues In LLC Formations Introduction Applying the Check-The- Box Regulations In LLC Formations Introduction Tax Choice of Entity Choosing the Best Federal Income Tax Regimen for an LLC for Federal Income Tax Purposes Choosing the Best Federal Income Tax Regimen for an LLC for Social Security Tax Purposes Drafting Federal Income Tax Provisions for LLCs Taxable as Partnerships Introduction Drafting Federal Income Tax Provisions for LLCs Taxable as S Corporations Introduction Drafting Provisions In LLC Agreements under Subchapters K and S to Protect Members from Social Security Taxes Handling State and Multistate Tax Issues In LLC Formations Introduction Purchaser Information: 2009 by Aspen Publishers. Drafting Delaware LLC Agreements: Forms and Practice Manual. ISBN , $295. One Volume. Looseleaf with CD-ROM. Updated Annually. Any new edition or supplement issued within three months of purchase of the main edition will be sent free of charge. Try it RISK-FREE for 30 days! Call to order your RISK-FREE copy today! (Refer to Priority Code KC23)

5 The Indispensable Resource on Delaware LLC Agreements Fully Customized to the Delaware LLC Act Until now, attorneys using a model agreement when forming a Delaware LLC normally had to first adapt the agreement to the specific requirements of the Delaware Act a process that is often complicated and confusing. The all-new Drafting Delaware LLC Agreements: Forms and Practice Manual is the most comprehensive formbook containing Delaware LLC agreements fully customized to the Delaware LLC Act. In addition, no other available agreements fully address the relevant ownership, management, and tax issues as comprehensively as the model LLC agreements in this brand new practice manual. Drafting Delaware LLC Agreements: Forms and Practice Manual Includes: More than 40 Delaware Expert Commentary Practice Tips Checklists Drafting Examples Agreement Selection Tests Warnings about Drafting Pitfalls Try it RISK-FREE for 30 Days Your Satisfaction is Guaranteed! For Fastest Service Call Today! (Refer to Priority Code KC23)

6 NEW! Manage All Aspects of Delaware LLC Formation: More than 40 Fully Customized Delaware on CD-ROM Agreements cover all major LLC ownership, management, and tax structures Expert guidance enables you to avoid drafting pitfalls 100% SATISFACTION GUARANTEED! Try Drafting Delaware LLC Agreements: Forms and Practice Manual Risk-Free for 30 days. Your satisfaction is 100% guaranteed. If for any reason you are not completely satisfied, simply return it to us with the invoice marked cancel. There will be no questions asked. If you have pre-paid, you can either receive an account credit or a refund. Plain-English explanations clarify federal and state tax issues important to Delaware LLC formations Plus Practice tips, checklists, and more! 3EASYWAYSTOORDER MAIL this postage-paid RISK-FREE Trial Certificate CALL Toll-Free (Refer to Priority Code KC23) ONLINE (Enter Priority Code KC23) PRSRT-STD U.S. POSTAGE PAID ASPEN PUBLISHERS 30-DAY RISK-FREE TRIAL CERTIFICATE YES! Please send me Drafting Delaware LLC Agreements: Forms and Practice Manual (ISBN ) at just $295 to examine RISK-FREE for 30 days. This includes the CD-ROM of Delaware LLC Operating Agreements and the monthly e-newsletter. If satisfied, I will honor your invoice. If not, I will mark cancel on the invoice, return it with the book, and owe nothing. Save 9.2% shipping and handling when you enclose full payment with your order! Check enclosed payable to Aspen Publishers. (Please add appropriate sales tax. Place this certificate in an envelope and mail to Aspen Publishers, P.O. Box 990, Frederick, MD ) Charge my: VISA MasterCard American Express Card No. Exp. Date Signature (Required) Telephone Telephone When paying by check, credit card, or purchase order, please include this certificate. Bill me. (9.2% shipping and handling, to a maximum of $26, and state sales tax will be added.) BUYER S BENEFIT: I understand that I am enrolling in an automatic supplementation program and will periodically receive updates and/or new editions sent on 30-day risk-free approval and be billed separately at the thencurrent price. I may cancel this updating and supplementation program at any time simply by notifying Aspen Publishers. 4/09 Please make necessary corrections to addressing information. (Note: P.O. Box will delay delivery.) PRIORITY CODE: KC23