Alabama Limited Liability Company: Forms and Practice Manual
Prominent Alabama attorneys have drawn from their extensive experience to bring you strategies and forms for virtually every situation you may encounter in this newly revised two-volume Manual featuring a bonus CD with more than 140 electronic forms.
This extensive, updated manual, with its more than 1,185 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by thorough discussions and analyses of any changing federal and Alabama state laws. Plus, you’ll be expertly guided through an extensive selection of appropriate LLC forms using an easy-to-follow format. Included are electronic customizable forms, and explanations and planning strategies for the LLC business structure.
Recent Updates Include:
The Alabama Legislature enacted the Alabama Limited Liability Company Law of 2014 (the “New LLC Law”). The New LLC Law governs (i) all limited liability companies formed in Alabama on or after January 1, 2015, and (ii) those limited liability companies formed in Alabama prior to January 1, 2015, where the operating agreement has been amended or restated to follow the New LLC Law. Until January 1, 2017, the Alabama Limited Liability Company Law (the “Current LLC Law”) is still applicable to all other Alabama limited liability companies formed in Alabama. On or after January 1, 2017, the New LLC Law will govern all Alabama limited liability companies and the Current LLC Law will no longer be applicable.
This year’s supplement cross-references the New LLC Law as it relates to the Current LLC Law. In addition, operating agreement forms for the New LLC Law are provided.
Louis H. Anders received the B.S. and L.L.B. degrees from The University of Alabama and was admitted to the Alabama Bar in 1962. In 1965, he earned the L.L.M. degree in taxation from Georgetown University Law Center. Mr. Anders is a partner practicing in Burr & Forman LLP’s Tax and Estate Planning and Business sections and participates in commercial and tax litigation. He is experienced in all phases of business, corporate, securities, and tax planning. He represents all types of business entities, with particular concentration in manufacturing, distribution, and franchise businesses, and is an expert in planning and negotiating business acquisitions and sales. Mr. Anders is listed in both General Corporate Law and Tax Law categories of Best Lawyers in America and is a member of the American College of Tax Counsel, the American Tax Policy Foundation, and the Federal Tax Clinic Committee. He is also a member of the American Bar Association Section on Business Law, the Franchising Forum, and the Section on Taxation serving on various committees within that section, and the Alabama Law Institute Committee on Securities.
W. Lee Thuston received the B.A. degree from the University of Virginia in 1971 and the J.D. degree from Cumberland School of Law, Samford University, in 1974. Admitted to the Alabama Bar in 1974, Mr. Thuston served a term as Law Clerk to Associate Justice Richard L. Jones of the Alabama Supreme Court. In 1977, he earned the L.L.M. degree in taxation from New York University. Mr. Thuston is a partner practicing in Burr & Forman LLP’s Tax and Estate Planning and Business sections, where his focus is corporate law. Mr. Thuston is a member of the Birmingham Bar Association and served that organization as Secretary-Treasurer in 1994. Other memberships include the American Arbitration Association and the Birmingham Estate Planning Council.
Warren C. Matthews received the B.S. degree in 1987 from the University of Alabama and the J.D. degree in 1990 from Vanderbilt University School of Law, where he was the Student Authorities Editor of the Vanderbilt Journal of Transnational Law. In 1991, he earned the LL.M. degree in Taxation from New York University. Mr. Matthews is the managing partner of the firm's Montgomery office, which he opened in 2000. He is Co-Chair of the firm’s Automotive Group and practices in the Business section, focusing on economic development, state and local taxation, business entities, governmental affairs, nonprofit entities, partnership taxation, probate disputes and tax dispute counseling and advocacy. He has worked extensively with domestic and foreign companies to secure economic and tax incentives for manufacturing facilities locating in the Southeastern United States. In addition, Warren has assisted with the negotiation of incentives packages for major plant expansions in Alabama. To date, Mr. Matthews has worked on new economic development projects and expansions representing over $15 billion of capital investment and the creation of over 25,000 new jobs. Mr. Matthews is listed in The Best Lawyers in America in the Economic Development, Nonprofit, and Tax Law categories. He was coauthor, with partner Bruce Rawls, of “Proposed Amendment to the Alabama Qualification and Franchise Taxes: Promoting Horizontal Equity for Domestic and Foreign Taxpayers” (43 Alabama Law Review 683, 1992). He authored Chapter 17 “Nonprofit Corporations of Contemporary Corporation Forms” (Second Edition) and “Alabama Laws Concerning Nonprofit Organizations” in the Exempt Organizations Tax Review (1998). Warren frequently lectures on topics involving state and local taxation, economic development, business entities, nonprofit entity issues, charitable planned giving and estate administration.
» View Full Table of Contents [PDF]
SUMMARY TABLE OF CONTENTS
PART I: ORGANIZATION
Chapter 1: Introduction
Chapter 2: Formation and Organization
PART II: OPERATIONS
Chapter 3: The Operating Agreement
Chapter 4: Organization
Chapter 5: Limited Liability Company Capital
Chapter 6: Allocation and Distribution Provisions
Chapter 7: Management Provisions
Chapter 8: Transfer and Buy-Sell Provisions
Chapter 9: Dissolution
Chapter 10: Books, Records, and Accounting
PART III: MISCELLANEOUS
Chapter 11: Reorganization of the LLC
Chapter 12: Doing Interstate Business
Chapter 13: Professional Limited Liability Companies
Chapter 14: Miscellaneous Forms
Chapter 15: Limtied Liability Partnerships
Chapter 16: Compensation Strategies for the LLC
Chapter 17: Options and Convertible Interests for LLCs Taxed as Partnerships
Chapter 18: Bankruptcy Issues Concerning LLCs
Chapter 19: Personal Use LLCs
PART IV: APPENDICES
PART V: INDICES