Maine, New Hampshire, Rhode Island and Vermont Limited Liability Company: Forms and Practice Manual

Maine, New Hampshire, Rhode Island and Vermont Limited Liability Company: Forms and Practice Manual

Prominent attorneys have drawn from their extensive experience and collaborated 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 1,400 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 Maine, New Hampshire, Rhode Island and Vermont 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.

Important features in this supplement include:

• New Section on Series LLCs
• New Section on the effects of the 2017 Federal Tax Cuts and Jobs Act on limited liability companies
•  Updated Appendix E1 – Maine Domestic and Foreign Limited Liability Company Forms
•  Updated Appendix F – Revised New Hampshire Limited Liability Company Act
•  Updated Appendix G1 – Rhode Island Domestic and Foreign Limited Liability Company Forms
•  Updated Appendix L – Comparison of State LLC Fees and Filing Information
•  All of the forms in the Manual conveniently provided on the accompanying CD for your immediate use

Michael B. Peisner, of the Maine law firm Curtis Thaxter LLC, concentrates in the areas of corporate and commercial law and has an extensive LLC background. He served as Chairman of the Maine State Bar Association Task Force on LLCs, which guided Maine’s Act through its legislature, from 1992 to 1994, and of the subsequent task forces that added limited liability partnerships and amendments to the LLC Act. He was a member of the task force that drafted the Act enacted in 2010 to replace the Maine Limited Liability Company Act.

Paul A. Burkett is a shareholder in Rath, Young and Pignatelli’s Tax Practice Group. His practice focuses on federal and state tax matters, including business transactions, business formation and tax compliance, tax legislation, and tax audits. Paul represents all forms of business entities (C and S corporations, partnerships, limited liability companies, joint ventures, and sole proprietorships) in every aspect of federal and state tax law.

John E. Ottaviani is Counsel to Partridge Snow & Hahn, LLP, in Providence, Rhode Island, and represents clients with particular emphasis on intellectual property matters, computer and technology related transactions, and counseling privately held businesses. He has frequently written and lectured on protecting rights in intellectual property and technology and on issues of concern to privately held businesses. He served as Chair of the Rhode Island Bar Association Business Organizations Committee from 1995 to 1998.

Thomas H. Moody, in his twenty-six year career as a business attorney at Downs Rachlin Martin, has served as counsel to investors and lenders and has advised small-to-medium sized businesses. His practice includes the formation of corporations and LLCs, a wide variety of debt and equity transactions, mergers and business acquisitions, and executive compensation. In 2015, in his role as Chair of the Business Association Section of the Vermont Bar Association, Tom led an effort to substantially revise Vermont’s Limited Liability Company Act. That legislation became effective July 1, 2015. In 2016, he led another effort to update Vermont’s business laws. H.723 is a comprehensive re-write of the Vermont Corporations Act provision on mergers, which is being expanded to include conversions and domestications. That bill became law on July 1, 2016. Tom was the principal drafter of the revised corporate merger statute and worked with the House Committee on Commerce and Economic Development to move it through the House and into the Senate.

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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-Out Provisions

Chapter 9: Dissolution

PART III: MISCELLANEOUS

Chapter 10: Books, Records, Accounting and Other Matters

Chapter 11: Reorganzation of the LLC

Chapter 12: Doing Interstate Business

Chapter 13: Professional Limited Liability Companies

Chapter 14: Lending to an LLC

Chapter 15: Compensation Strategies for the LLC

Chapter 16: Single-Member LLCs

Chapter 17: Low-Profit Limited Liability Companies

Chapter 18: The LLC in Litigation

PART IV: APPENDICES

PART V: INDICES