Georgia Limited Liability Company: Forms and Practice Manual

Georgia Limited Liability Company: Forms and Practice Manual

Prominent Georgia attorneys 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 170 electronic forms.

This extensive, updated manual, with its more than 1,200 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 Georgia 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:

• New Section 1.5 covering the broad effects of the 2017 Tax Cuts and Jobs Act on limited liability companies and updated discussions of this Act throughout the Manual.
• New Chapter 18 providing an in-depth review of the final Treasury Regulations on Section 199A enacted by the Tax Cuts and Jobs Act as well as a new Appendix P covering examples contained in the final Treasury Regulations.
• Updated Check-the-Box Regulations.
• Updated Comparison of State Filing Fees and Other Information.
• Updated forms throughout the Manual.

L. Andrew Immerman, a partner with Alston & Bird LLP, concentrates on domestic and international tax planning and transactional work, including joint ventures, limited partnerships, limited liability companies, and multinational corporate operations. Mr. Immerman received his J.D. degree from the Yale Law School in 1982. In 1982-83, Mr. Immerman was Law Clerk to The Honorable Judge Arlin M. Adams, U.S. Court of Appeals for the Third Circuit, Philadelphia, PA. He received advanced degrees from Princeton University (Ph.D., 1978; M.A., 1976) and the University of Minnesota (M.A., 1976), and an undergraduate degree from Carleton College (B.A., 1973, magna cum laude, Phi Beta Kappa). He is a Fellow of the American Bar Foundation; former Chair of the Taxation Committee of the American Bar Association, Section of Business Law; and Chair of the Partnership and LLC Committee of the State Bar of Georgia, Business Law Section. He is admitted to the State Bar of Georgia and the State Bar of Pennsylvania. Mr. Immerman has published numerous articles concerning tax matters in legal journals and has lectured frequently on tax topics.

Andrea Lee Lyman is a shareholder with Carlton Fields Jorden Burt in the firm’s real estate and corporate securities and tax practice groups. Ms. Lyman was formerly of counsel with Thompson Hine LLP and of counsel with Alston & Bird LLP. Ms. Lyman has over twenty years of experience working with an extensive range of clients and business ventures. Ms. Lyman’s practice focuses on structuring equity financing for the acquisition and sale of multi-state real estate projects; entity formation; restructurings and joint ventures and strategic alliances. She also has extensive experience in general corporate representation, commercial and specialized contracts, and mergers and acquisition work. Ms. Lyman is a former Chair of the Partnership and LLC Committee of the Georgia Bar and has been a speaker at local and regional seminars, most regularly speaking on limited liability companies. She holds a BS from Florida State University, a JD from Duke University and an MRCP in City and Regional Planning from the Georgia Institute of Technology.

» View Full Table of Contents [PDF]

SUMMARY TABLE OF CONTENTS

Chapter 1: Introduction to Georgia LLCs and Their Tax Classification

PART I: ORGANIZATION AND STRUCTURE

Chapter 2: Formation

Chapter 3: The Operating Agreement

Chapter 4: Establishing the LLC

Chapter 5: Governance

Chapter 6: Transfer, Buy-Sell, and Redemption

Chapter 7: Dissolution

PART II: FINANCIAL, ACCOUNTING, AND TAX CONSIDERATIONS

Chapter 8: Limited Liability Company Capital

Chapter 9: Allocation and Distribution

Chapter 10: Compensation Strategies for the LLC

Chapter 11: Books, Records, Accounting and Tax Matters

Chapter 12: Georgia Taxation of Limited Liability Companies

PART III: ADDITIONAL ITEMS OF INTEREST

Chapter 13: Reorganization of the LLC: Admission, Conversion and Merger

Chapter 14: Single-Member LLCs

Chapter 15: Professional LLCs, Limited Liability Partnerships (LLPs) and Limited Liability Limited Partnerships (LLLPs)

Chapter 16: Doing Interstate Business

Chapter 17: Bankruptcy Issues Concerning LLCs

PART IV: APPENDICES

PART V: LLP AND LLC CASES

PART VI: INDICES