SUPPLEMENT UPDATE: Kentucky Limited Liability Company: Forms and Practice Manual, January 2023 (1.26)

by Charles Fassler and Ross D. Cohen

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SUPPLEMENT UPDATE: Kentucky Limited Liability Company: Forms and Practice Manual, January 2023 (1.26)

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Charles Fassler, Esq., is a member of the law firm Bingham Greenebaum Doll LLP, in their Louisville office. As a member of the firm’s Tax and Finance Practice Group, he deals with all aspects of Federal income taxation from a transactional perspective, with particular emphasis on partnership taxation, corporate taxation, and nonqualified executive compensation. Mr. Fassler has written numerous articles for various professional journals on aspects of tax law and has lectured at seminars sponsored by the American Bar Association, the National Business Institute, the University of Kentucky, and Kentucky and Louisville Bar Associations. He is the Kentucky Editor for the multiple volume sets of State Limited Partnership Laws and State Limited Liability Company and Partnership Laws. He also was the principal draftsman of Kentucky’s Revised Uniform Limited Partnership Act and was active with the committee that drafted Kentucky’s Limited Liability Company Act. Mr. Fassler has been recognized in the Kentucky Super Lawyers® lists for the past four years and has been included in The Best Lawyers in America® list for more than 20 years in the field of Tax Law. He is a member of the Louisville Bar Association, the Kentucky Bar Association, and the American Bar Association and received his B.S. in accounting from Brooklyn College, City University of New York, in 1967; his J.D. from the University of Wisconsin School of Law in 1970; and his LL.M. in taxation from New York University School of Law in 1974.

Ross D. Cohen, Esq., is a partner in the Louisville office of the law firm of Bingham Greenebaum Doll LLP, where he is the Co-Leader of the firm’s Federal Tax Team. He received a B.A. in Economics from the University of Kentucky; a J.D. from the University of Louisville, where he graduated magna cum laude; and an LL.M. in Taxation from New York University School of Law. Mr. Cohen is member of the Partnerships and LLCs Committee of the Tax Section of the American Bar Association and is a past chair of the Tax Sections of the Kentucky Bar Association and of the Louisville Bar Association. His practice focuses on federal tax planning, business law, nonprofits, captive insurance arrangements and executive compensation. Mr. Cohen is an accomplished speaker and writer, who has written pieces published by both local and national professional organizations and journals, including BNA, Louisville Bar Association, Brandeis Law Journal and Captive Review. He has lectured on various tax and business topics, including limited liability companies, operating agreements, tax aspects of mergers and acquisitions, executive compensation and tax-exempt organizations.

Important features of this year's supplement include:

  • Comprehensive revisions to discussion of noncompensatory options issued by LLCs taxed as partnership and inclusion of a form of Convertible Promissory Note as part of a new section covering convertible debt.
  • Addition of new discussion of the Corporate Transparency Act and the final regulations thereto, including how these new rules will affect LLCs.
  • Inclusion of updated forms issued by the Kentucky Secretary of State.

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