Delaware Limited Liability Company: Forms and Practice Manual

by Wayne J. Carey, Esq. and Ellisa O. Habbart, Esq.

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  • 2 volumes, 1460+ pages, 218 forms
  • Includes a forms CD
  • ISBN# 0-9637468-4-7

Delaware Limited Liability Company: Forms and Practice Manual

Delaware Limited Liability Company: Forms and Practice Manual

Prominent Delaware attorneys, Wayne J. Carey, Esq. and Ellisa O. Habbart, Esq., 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 210 electronic forms.

This comprehensive, updated manual, with its more than 1,300 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 Delaware state laws. Plus, you'll be expertly guided through an extensive selection of appropriate LLC forms using an easy-to-follow format. Included are customizable electronic forms as well as explanations and planning strategies for the LLC business structure.

Recent Updates Include:

  • The addition of case law developments and citations.
  • Updated legislation, including the Delaware LLC Act (Appendix D)
  • Additional forms in the Manual

Wayne J. Carey is Of Counsel to the law firm of Prickett, Jones & Elliott, P.A. in Wilmington, Delaware. He specializes in the areas of transactions in general corporation law, partnership law, and limited liability company law, and corporate, commercial, and admiralty litigation in Delaware courts. He has experience in tax-advantaged transactions, including affordable housing and alternative energy. Over a span of almost 35 years, he has advised attorneys in major cities and general counsel and senior management on aspects of Delaware law, and has represented business people on numerous occasions in Delaware courts. Mr. Carey has lectured extensively on limited liability companies as a member of various ABA continuing education panels. He is active in the American Bar Association Section of Business Law, where he is a member of the Middle Market and Small Business Committee. He has chaired the Subcommittee on International Transactions of the Small Business Committee and was active on the Subcommittee on Audit Inquiry of the Committee on Law and Accounting. Mr. Carey is a former Director of the Delaware Volunteer Legal Services Corporation, an arm of the Delaware State Bar Association chartered to provide legal services to the poor. He is also a member of the Corporation Law Section of the Delaware State Bar Association. Mr. Carey is also a former member of the Board on Professional Responsibility, an arm of the Delaware Supreme Court, charged with hearing disciplinary complaints against lawyers. A former Associate Editor of the Delaware Journal of Corporate Law and former law clerk to the late Chief Justice Daniel L. Hermann of the Delaware Supreme Court, Mr. Carey received a Bachelor of Science degree in 1970 in Accounting from Union College, Kentucky, and his Juris Doctor degree in 1981 from the Delaware Law School of Widener University. Prior to becoming an attorney, Mr. Carey was an accountant and business analyst in private industry from 1970 to 1980. He is also a USGA/PGA-trained golf rules official and serves as a director for the Delaware State Golf Association. Mr. Carey is rated “AV” by Martindale-Hubbell.

Ellisa Opstbaum Habbart has been a member of the Delaware Bar since 1988 and is a founding partner of DCG with significant experience advising senior management and boards of directors with respect to corporate governance and transactional matters. Ms. Habbart is rated “AV” by Martindale-Hubbell and has been selected by Chambers USA as one of “America’s Leading Business Lawyers” in Delaware M&A/Corporate and Alternative Entity Law since 2005. She has been described in Chambers as “bright and businesslike with a dynamic presence in front of a room of people” and is lauded by clients for her dedication and described as “smart, knowledgeable and tuned in to the current Delaware issues.” She is also recognized for her skills in corporate governance by The International Who’s Who of Corporate Governance Lawyers, which is published by International Who’s Who Legal in association with the International Bar Association. Ms. Habbart is one of only 23 private-practice lawyers in Delaware to gain a spot on the selective list, and among these Delaware practitioners, she is the only woman. Ms. Habbart is a frequent lecturer internationally and holds significant positions in Delaware, national and international organizations including:

  • Corporate Governance Monitor for the International Bar Association (the “IBA”) Corporate and M&A Law Committee;
  • Vice Chair of American Bar Association (the “ABA”) Committee on LLCs, Partnerships and Unincorporated Entities;
  • Member of the Executive Committee of the ABA Committee on LLCs, Partnerships and Unincorporated Entities since 1995;
  • ABA Section of Business Law Advisor to Uniform Law Commission Series Study Committee;
  • Appointee to the Delaware State Bar Association Committee on Statutory Trust which is the committee responsible for legislative amendments to Delaware’s Statutory Trust Act since 1990;
  • Member of the Delaware Bankers Association Trust Conference Planning Committee since the inception of the conference;
  • Appointee to ABA International Coordinating Committee;
  • Chair of the ABA International Use of U.S. Business Entities Subcommittee;
  • Former ABA Advisor to the Uniform Law Commission Drafting Committee on the Uniform Statutory Trust Entity Act;
  • Former Chair of the ABA Subcommittee on Business Trusts, REITS and Financing Vehicles; and
  • Former Vice-Chair of the IBA Private Equity Subcommittee.

» View Full Table of Contents [PDF]



Chapter 1: Introduction

Chapter 2. Formation and Organization


Chapter 3: The Operating Agreement

Chapter 4: Organization

Chapter 5: Limited Liability Company Capital

Chapter 6: Allocation and Distribution Provisions

Chapter 7: Management

Chapter 8: Transfer and Buy-Sell Provisions

Chapter 9: Dissolution

Chapter 10: Books, Records, and Accounting


Chapter 11: Reorganization Documents

Chapter 12: Doing Interstate Business, Suits, and Miscellaneous

Chapter 13: Limited Liability Partnerships

Chapter 14: Delaware Statutory Trusts



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