Kentucky Limited Liability Company: Forms and Practice Manual

Kentucky Limited Liability Company: Forms and Practice Manual

Prominent Kentucky attorneys, Charles Fassler, Esq. and Ross D. Cohen, 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 200 electronic forms.

This extensive, updated manual, with its more than 1000 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 Kentucky 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:

• Discussions of recent Kentucky case law affecting limited liability companies.
• Removal of discussion of the TEFRA partnership audit rules, which do not apply to post-2017 tax years, and updates to forms of Operating Agreements to address only the new Centralized Partnership Audit Rules.
• Inclusion of updated forms issued by the Kentucky Secretary of State.

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.

» 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

Chapter 5: Limited Liability Company Capital

Chapter 6: Allocation and Distribution Provisions

Chapter 7: Management Provisions

Chapter 8: Transfer and Buy-Sell Provisions

Chapter 9: Dissolution

Chapter 10: Books, Records, and Accounting

PART III: MISCELLANEOUS

Chapter 11: Reorganization of the LLC

Chapter 12: Doing Interstate Business

Chapter 13: Professional Limited Liability Companies

Chapter 14: Compensation Strategies for the LLC

Chapter 15: Single Member LLCs

Chapter 16: Estate Planning

PART IV: APPENDICES

PART V: INDICES