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 260 electronic forms.
This extensive, updated manual, with more than 2,470 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 California state laws. Included are customizable electronic forms as well as 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.
Important features of this year's supplement include:
- Updates to Section 1.19 and related materials regarding the Corporate Transparency Act to reflect FinCEN's March 2025 Interim Final Rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information to FinCEN.
- Updated Incentive Unit Plan and Incentive Unit Agreement (Appendix E5) providing a phantom stock compensation structure for California LLCs, enabling companies to offer equity-like incentives to employees and service providers without diluting actual membership interests or conferring ownership rights.
- A new long-form Operating Agreement for LLCs taxed as S corporations (Appendix D13), featuring two classes of Units (voting and non-voting) with identical economic rights, manager-managed structure, mandatory tax distributions, strict transfer restrictions to preserve S corporation status, and buy-sell provisions.
- A new Section 7.10.1.8 regarding the availability of the business judgment rule to decision makers in California LLCs. The section discusses the landmark Tuli v. Specialty Surgical Center of Thousand Oaks, LLC decision, which appears to be the first California appellate case recognizing that the business judgment rule may be available to managers and managing members of limited liability companies.
- All forms are included on the accompanying CD-ROM for your convenience and ease-of-use.
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 Group of Arnold & Porter Kay Scholer LLP. Mr. Berk regularly advises clients on partnership, corporate and international tax matters, focusing on private equity, real estate, and hedge funds.
Carolina Aricu, Esq., is an associate attorney in the Business Group of the San Francisco firm of Niesar & Vestal LLP. She has extensive experience in general business matters and in the drafting and negotiation of complex commercial contracts and business agreements, including LLC operating agreements, shareholders’ agreements, offering documentation, license and distribution agreements, non-disclosure agreements, and service agreements.
» 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 6A: LLCs Electing to be Taxed as S Corporations
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
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