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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 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.
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.
AND NOW….
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Pay online for your recently received supplement update using the "Add to Cart" button above, and then download and access all of the forms in digital format. We have replaced our CDs with a convenient ZIP file containing the ready-to-use, customizable documents so that you can easily open and modify the forms.
