New York Limited Liability Company: Forms and Practice Manual

by Amanda H. Nussbaum, Esq. and Monica K. Arora, Esq.

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  • Updated annually
  • 2 volumes, 1,500 pages, 215+ forms
  • Includes a forms CD
  • ISBN# 1-57400-035-7

New York Limited Liability Company: Forms and Practice Manual

New York Limited Liability Company: Forms and Practice Manual

Prominent New York attorneys, Amanda H. Nussbaum, Esq. and Monica K. Arora, 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 215 electronic forms.

This comprehensive, updated manual, with its more than 1,500 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 York 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 Supplements address new and important discussions and forms, such as:

  • Discussion of the pending Tax Court case, Soroban Capital Partners, LP v. Commissioner, which involves the application of the limited partner exception to self-employment tax to a state law limited partnership.
  • Discussion of the New York City pass-through entity tax applicable to eligible partnerships and S corporations.
  • Discussion of the LLC Transparency Act (A3484A), which would require LLCs organized in New York and foreign LLCs qualified to do business in New York to disclose their beneficial owners and certain identifying information.
  • All of the forms in the Manual conveniently provided on the accompanying CD for your immediate use.

Amanda H. Nussbaum, Esq. is a partner in the Tax Department of Proskauer Rose LLP, and also a member of the Private Investment Funds Group. Her practice concentrates on planning for, and the structuring of, domestic and international private investment funds, including venture capital, buyout, real estate and hedge funds, and she advises those funds on investment activities and operational issues. In addition, she has significant experience structuring taxable and tax-free mergers and acquisitions, real estate transactions and stock and debt offerings. Ms. Nussbaum regularly advises clients on the formation and operation of partnerships, limited liability companies, and other pass-through entities. She received her B.A. from Yeshiva University, her J.D.from Harvard Law School, and her LL.M. in taxation from New York University School of Law.

Monica K. Arora, Esq. is a partner in the Corporate Department of Proskauer Rose LLP. Her practice focuses on representing sponsors and institutional investors on a broad range of issues including fund formations, separate account structures, general partner and management company arrangements and secondary transactions. Monica advises sponsors across the full asset class on fund structuring, including private equity, real estate, infrastructure and debt. She works with private investment funds throughout their life cycle, advising on ongoing activity, with a particular emphasis on regulatory, compliance and operational matters. She received her undergraduate degree from the University of Chicago and received her J.D. from Georgetown University Law Center.


» View Full Table of Contents [PDF]



Chapter 1: Introduction

Chapter 1A: Analytic Comparison Between the Delaware and New York Limited Liability Company Statutes; Additional Overview

Chapter 2: Formation and Organization


Chapter 3: The Operating Agreement

Chapter 4: Organization

Chapter 4A: Single-Member LLCs

Chapter 5: Limited Liability Company Capital

Chapter 6: Allocation and Distribution Provisions

Chapter 7: Management Provisions

Chapter 7A: Equity Compensation and the LLC

Chapter 8: Transfer and Buy-Sell Provisions

Chapter 9: Dissolution

Chapter 10: Books, Records, and Accounting


Chapter 11: Reorganization of the LLC

Chapter 12: Doing Interstate Business

Chapter 13: Derivative Actions

Chapter 14: Professional Limited Liability Companies

Chapter 15: Registered Limited Liability Partnerships

Chapter 16: State and Local Tax Issues



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