DRAFTING LIMITED LIABILITY COMPANY OPERATING AGREEMENTS--THIRD EDITION
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1 DRAFTING LIMITED LIABILITY COMPANY OPERATING AGREEMENTS--THIRD EDITION The third edition of Drafting Limited Liability Company Operating Agreements is divided into six parts, each of which contains two or more chapters. Listed below are the parts and chapters in Drafting Limited Liability Company Operating Agreements on the date of publication of Supplement As of that date, the book will contain 45 chapters. SUMMARY TABLE OF CONTENTS PART 1 Introduction; LLC Law (Chapters 1 through 6A) PART 2 How to Handle Non-Tax Tasks in LLC Formations (Chapters 7 through 25A) PART 3 How to Handle Tax Tasks in LLC Formations (Chapters 26 through 33) PART 4 Forming LLCs under the Delaware LLC Act and Other Acts (Chapters 34 and 35) PART 5 Series LLCs; Miscellaneous LLC Topics (Chapters 36 through 39) PART 6 LLC Model Operating Agreements Evaluation and Use (Chapters 39 through 41) DETAILED TABLE OF CONTENTS PART 1 INTRODUCTION; LLC LAW Chapter 1 Chapter 2 Chapter 2A INTRODUCTION TO THIS BOOK LLC LAW OVERVIEW; THE TWELVE CHIEF STATUTORY CHARACTERISTICS OF LLCs GLOSSARY OF LLC TERMS OF ART Chapter 3 Chapter 4 Chapter 5 Chapter 6 Chapter 6A LLC FREEDOM OF CONTRACT PROTECTING LLC ASSETS AND MEMBERSHIP RIGHTS FROM THIRD PARTIES LLC STATUTORY PICK-YOUR-PARTNER PROVISIONS AND CHARGING ORDER PROVISIONS NON-DELAWARE LLC CASE LAW DELAWARE LLC CASE LAW HOW TO USE LLC TREATISES, LAW JOURNAL ARTICLES, BLOGS AND OTHER SECONDARY SOURCES IN LLC FORMATIONS (Table continued on next page) 1
2 PART 2 HANDLING NON-TAX TASKS IN LLC FORMATIONS Chapter 7 Chapter 8 Chapter 9 Chapter 10 Chapter 11 Chapter 12 Chapter 13 Chapter 14 Chapter 15A Chapter 15B Chapter 16 Chapter 17 Chapter 18 Chapter 19 Chapter 19A Chapter 20 Chapter 21 Chapter 22 Chapter 23 Chapter 24 Chapter 25 Chapter 25A HOW TO HANDLE INITIAL CONTACTS WITH LLC FORMATION CLIENTS HOW TO HANDLE ISSUES OF PROFESSIONAL ETHICS IN LLC FORMATIONS HOW TO HANDLE NON-TAX CHOICE OF ENTITY IN LLC FORMATIONS HOW TO USE MULTI-LLC STRUCTURES TO MAXIMIZE BUSINESS ASSET PROTECTION HOW TO CHOOSE BETWEEN YOUR HOME-STATE LLC ACT AND THE DELAWARE ACT FOR LLC FORMATION CLIENTS HOW TO DRAFT LLC ARTICLES OF ORGANIZATION HOW TO CHOOSE THE RIGHT MODEL OPERATING AGREEMENT FOR AN LLC HOW TO DRAFT OPERATING AGREEMENTS GENERAL GUIDELINES HOW TO DRAFT OPERATING AGREEMENTS FOR SINGLE-MEMBER LLCs WHOSE MEMBERS ARE INDIVIDUALS HOW TO DRAFT OPERATING AGREEMENTS FOR SINGLE-MEMBER LLCs WHOSE MEMBERS ARE ENTITIES HOW TO USE PLUG-IN PROVISIONS IN LLC FORMATIONS HOW TO UNDERSTAND AND APPLY LLC STATUTES IN LLC FORMATIONS HOW TO EXPLOIT LLC FLEXIBILITY AND AVOID LLC PITFALLS IN DRAFTING LLC OPERATING AGREEMENTS DRAFTING OPERATING AGREEMENTS FOR MULTI-MEMBER LLCs UNDERSTANDING AND MASTERING THE DRAFTING PROCESS SECTION-BY-SECTION AND PROVISION-BY-PROVISION COMMENTARY ON FORM 6.2 LLC FIDUCIARY LAW FROM AN LLC FORMATION VIEWPOINT HOW TO IDENTIFY AND HANDLE MISCELLANEOUS ISSUES IN LLC FORMATIONS HOW TO ADVISE LLC FORMATION CLIENTS ABOUT VEIL-PIERCING HOW TO USE PLANNING MEMOS IN LLC FORMATIONS HOW TO COMPLETE THE LLC FORMATION PROCESS THE LAWYER S ROLE AS TEACHER IN LLC FORMATIONS RECOGNIZING AND HANDLING INTELLECTUAL PROPERTY LAW ISSUES IN LLC FORMATIONS AN INTRODUCTION FOR NON-SPECIALISTS 2
3 PART 3 HANDLING TAX TASKS IN LLC FORMATIONS Chapter 26 Chapter 27 Chapter 28 Chapter 29 Chapter 29A Chapter 29B Chapter 30 Chapter 31 Chapter 32 Chapter 33 HOW TO HANDLE FEDERAL AND STATE TAX ISSUES IN LLC FORMATIONS-- INTRODUCTION HOW TO CHOOSE THE RIGHT FEDERAL INCOME TAX REGIMEN FOR AN LLC ON FEDERAL INCOME TAX GROUNDS UNDERSTANDING AND APPLYING THE CHECK-THE-BOX REGULATIONS IN LLC FORMATIONS HOW TO DRAFT FEDERAL INCOME TAX PROVISIONS IN OPERATING AGREEMENTS FOR LLCs TAXABLE AS PARTNERSHIPS HOW TO DRAFT PLUG-IN PARTNERSHIP TAX PROVISIONS IN THE OPERATING AGREEMENTS FO MULTI-MEMBER LLCS TAXABLE AS STRAIGHT-UP PARTNERSHIPS HOW TO DRAFT CONTRACTUAL SPECIAL ALLOCATION PROVISIONS IN THE OPERATING AGREEMENTS OF MULTI-MEMBER LLCS TAXABLE AS PARTNERSHIPS PVNSCTLL HOW TO DRAFT FEDERAL INCOME TAX PROVISIONS IN OPERATING AGREEMENTS FOR LLCs TAXABLE AS S CORPORATIONS HOW TO PROTECT LLC MEMBERS FROM SOCIAL SECURITY TAXES-- INTRODUCTION HOW TO DRAFT OPERATING AGREEMENT PROVISIONS TO PROTECT LLC MEMBERS FROM SOCIAL SECURITY TAXES HOW TO HANDLE STATE AND MULTISTATE TAX ISSUES IN LLC FORMATIONS PART 4 FORMING LLCs UNDER THE DELAWARE LLC ACT AND OTHER ACTS Chapter 34 Chapter 35 HOW TO FORM LLCs UNDER THE DELAWARE LLC ACT HOW TO FORM LLCs UNDER THE MASSACHUSETTS LLC ACT (Tables continued on next page) 3
4 PART 5 SERIES LLCs AND OTHER MISCELLANEOUS LLC TOPICS Chapter 36 Chapter 37 Chapter 38 SERIES LLCs LAW, TAX, FORMS HOW TO RESTRUCTURE LLCs AND OTHER BUSINESS ORGANIZATIONS TO SAVE TAXES AND PROTECT ASSETS HOW TO CONVERT CORPORATIONS TO LLCs PART 6 LLC MODEL OPERATING AGREEMENTS EVALUATION AND USE Chapter 39 Chapter 40 HOW TO EVALUATE MODEL OPERATING AGREEMENTS HOW TO FORM HUSBAND-WIFE LLCs Chapter 41 HOW TO USE SPECIAL-PURPOSE FORM 2 IN DRAFTING SHORT-FORM OPERATING AGREEMENTS Copyright 2013, 2012 CCH Incorporated. All Rights Reserved. C:\J2\Deskbook - Client initial contacts and initial meetings--checklists, etc i\Table of parts and chapters - clean doc 4
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