New Jersey Limited Liability Company: Forms and Practice Manual

New Jersey Limited Liability Company: Forms and Practice Manual

Prominent New Jersey attorneys, Lawrence A. Goldman, Esq. and Alyce C. Halchak, 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 250 electronic forms.

This comprehensive, 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 New Jersey 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:

• A new Section 1.7 has a discussion of the 2017 Tax Act (previously distributed as a special supplement) and the 2020 Cares Act; and the discussion of the New Jersey Workaround to 2017 Tax Reform “SALT” Limitations has been updated (Section 1.8)
• A discussion of the new federal “Corporate Transparency Act” (Section 2.10)
• A new form Targeted Capital Account Gain or Loss Allocations (Form 6-13)
• An expanded discussion of Court-Ordered Dissolution in the Case of Oppression, including precedent from a Connecticut reported decision (Section 7.8.3)
• A new form of operating agreement for an LLC which has elected to be an S corporation (Appendix D4)
• All of the forms in the Manual conveniently provided on the accompanying CD for your immediate use.

EDITORS AND AUTHORS

Lawrence A. Goldman, Esq., a director in the Corporate Practice Group of Gibbons, P.C., counsels middle market and smaller public company clients on a broad array of corporate and transactional matters focusing on mergers and acquisitions, capital formation and finance, private placements and securities law compliance, corporate restructuring, and the organization and governance of joint ventures, limited liability companies, and other alternative business entities. He has substantial experience in representing audit committees and other special board committees in corporate governance and internal investigation matters, and is a frequent speaker on corporate and business law matters. Mr. Goldman received his A.B. degree from Colgate University (cum laude), his J.D. degree from Boston University, and his LL.M. in taxation from New York University School of Law.

Alyce C. Halchak, Esq., is a director in the Corporate Practice Group of Gibbons, P.C. Her practice is principally transactional with a concentration in the areas of mergers and acquisitions, leveraged leasing, corporate, and compensation counseling. She has extensive experience handling a wide variety of business transactions, including U.S. and foreign multi-party acquisitions, divestitures, and financings, as well as the counseling of public and private companies on governance and regulatory matters, and structuring compensation packages and other benefit plans. Ms. Halchak received her B.A. degree from Marywood College (cum laude), her J.D. degree from The Catholic University of America, Columbus School of Law, and her LL.M. in taxation from New York University School of Law.

CONTRIBUTING AUTHORS

Johnathan Liss is counsel in the Business and Commercial Litigation Group of Gibbons P.C. He received his B.S. degree and J.D. from New York University.

Steven H. Sholk is a director in the Corporate Practice Group where he specializes in employment compensation and income tax planning for business transactions. He has published several articles and is a lecturer for the New Jersey Society of Certified Public Accountants. Mr. Sholk received his undergraduate degree from Rutgers College, a J.D. degree with honors from the University of North Carolina, and an LL.M. in Taxation from New York University.

Peter J. Ulrich is a director in the Corporate Practice Group where he specializes in taxation matters. He received his undergraduate degree from the Wharton School of the University of Pennsylvania, his law degree from Rutgers School of Law, and an LL.M. in Taxation from New York University.

» 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: Business Reorganizations Involving LLCs

Chapter 12: Doing Interstate Business

Chapter 13: Professional Limited Liability Companies

Chapter 14: Commercial and Securities Law Aspects of LLCs

Chapter 15: Compensation Strategies for the LLC

Chapter 16: [Reserved]

Chapter 17: Single Member LLCs

Chapter 18: The LLC in Litigation

PART IV: APPENDICES

PART V: LLP AND LLC CASES

PART VI: INDICES