California Limited Liability Company Forms and Practice Manual
Prominent California attorneys have drawn from their extensive experience and collaborated to bring you strategies and forms for virtually every situation you may encounter in this newly revised three-volume Manual featuring a bonus CD with more than 230 electronic forms.
This extensive, updated manual, with more than 2,100 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations - complemented by thorough discussion and analyses of any changing federal and California state laws. Included are electronic customizable forms, and explanations and planning strategies for the LLC business structure. There is also an entire chapter devoted to the Nevada LLC Act written by Rew R. Goodenow, Esq.
Recent Updates Include
- New Paragraph 10.6A discusses the fundamental changes in IRS partnership audit procedures that will apply to tax returns filed after December 31, 2017. A sample provision for bringing Operating Agreements current with these new procedures is set out in Form 10-11B.
- An introduction to partnership tax concepts for use with clients and others new to partnership tax, added as Appendix C5,
- Indemnification rights and duties as expanded by the clean-up legislation discussed in revised Paragraph 7.11.
- In Paragraph 7.10.6, a discussion of two recent cases that present theories that may support a breach of fiduciary duty claim against a Non-Managing Member.
- Paragraph 12.4 is an extensive discussion of the confusion concerning the right of a Foreign LLC that has not qualified in California to defend itself if sued in a California Court.
- In Paragraph 15.5, the IRS is proposing to amend Revenue Procedure 93-27, which sets forth the safe harbor for “profits interests.”
Gerald V. Niesar, Esq., is a partner in the Business Group of the San Francisco firm Niesar & Vestal LLP, where his practice centers on general representation of emerging public and private companies in the industries of high technology, service, manufacturing, distribution, and retail. Mr. Niesar received his B.S. from the University of Pennsylvania, Wharton School of Finance and Commerce and his LL.B. (cum laude), from the University of Pennsylvania Law School.
Benjamin Berk, Esq., is a transactional partner in the Tax and Estates Group of Arnold & Porter LLP. Mr. Berk regularly advises clients on partnership, corporate and international tax matters, focusing on private equity, real estate, and hedge funds.
Ellen Kaye Fleishhacker, Esq., is a partner in the firm of Arnold & Porter, LLP. Her practice focuses on a broad range of investment management related matters, such as: representation of sponsors and investors in private equity funds, venture funds, hedge funds, estate partnerships, and limited liability companies. Ms. Fleishhacker received her B.A. (with high honors) from UC Berkeley; her M.B.A. from UC Berkeley, Haas School of Business; and her J.D. from UC Berkeley, School of Law.
» 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 of the LLC
Chapter 5: Limited Liability Company Capital
Chapter 6: Allocation and Distribution Provisions
Chapter 7: Management Provisions
Chapter 8: Transfer and Buy Sell Provisions
Chapter 8A: Preparing for Business Succession
Chapter 9: Dissolution
Chapter 10: Books, Records, Accounting and Miscellaneous Provisions
PART III: MISCELLANEOUS
Chapter 11: Reorganization of the LLC
Chapter 12: Foreign Limited Liability Companies
Chapter 13: Use of LLCs by Professionals in California
Chapter 14: Limtied Liaiblity Partnerships
Chapter 15: Compensation Strategies for the LLC
Chapter 16: The Nevada LLC Act
Chapter 17: LLCs Forms for Specific Purposes
Chapter 18: Bankruptcy Issues Concerning LLCs
PART IV: APPENDICES
PART V: LLP AND LLC CASES
PART VI: INDICES