North Carolina Limited Liability Company: Forms and Practice Manual
Prominent North Carolina attorney, Cyrus M. Johnson, Jr., Esq., has drawn from his 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 190 electronic forms.
Effective as of January 1, 2014 a new North Carolina Limited Liability Act became effective as new Chapter 57D of the North Carolina General Statutes. Therefore you will find that the North Carolina Limited Liability Company Forms and Practice Manual contains numerous revisions, both in the substantive law and the terminology applicable to North Carolina limited liability companies. This comprehensive, updated manual, with its more than 1,380 pages of valuable content, will help you stay current and efficient.
Important features of this supplement include a new discussion concerning: the voting of jointly held interests, action of organizer, “opting in” to Article 8 of the Uniform Commercial Code, tax distribution language, the advancement of indemnification expenses and circumstances where the return of such advanced expenses is required, a shotgun buy-sell provision where interest owners each own 50% of the LLC, drag-along rights and a discussion of the tax consequences of the election to be taxed as an S corporation.
Cyrus M. Johnson, Jr., Esq., a member of the North Carolina law firm Womble Carlyle Sandridge & Rice, LLP, has represented individuals and companies in structuring start-up businesses and real estate projects. He has extensive experience in assisting businesses and real estate developers in raising capital through private offerings, typically structured to comply with Regulation D. He provides on-going legal counseling concerning issues facing growing businesses and handles mergers, acquisitions, sales, and restructuring for his business clients. Mr. Johnson also advises clients on director, officer, and manager fiduciary duties and represents clients in shareholder, partner, and member disputes. He served as a member on the Joint Subcommittee of the Business and Tax Sections of the North Carolina State Bar Association − which initially drafted the North Carolina Limited Liability Company Act. Mr. Johnson's practice includes the representation of corporations, partnerships, and limited liability companies in a wide variety of business organizations. He received his B.A. from the University of North Carolina/Chapel Hill in Chemistry and in Political Science (with highest honors), his M.B.A. from the University of North Carolina School of Business, and his J.D. from the University of North Carolina School of Law (with honors).
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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: Foreign Limited Liability Companies and North Carolina LLCs Doing Business Outside North Carolina
Chapter 13: Professional Limited Liability Companies
Chapter 14: Compensation Strategies for the LLC
Chapter 15: Legal Opinions
PART IV: APPENDICES
PART V: LLP AND LLC CASES
PART VI: INDICES