Oklahoma Limited Liability Company: Forms and Practice Manual

Oklahoma Limited Liability Company: Forms and Practice Manual

Prominent Oklahoma attorneys 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 185+ electronic forms.

This extensive, updated manual, with its more than 1,000 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 Oklahoma 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 of this year’s supplement include: 

• New Chapter 15 discussing the new Qualified Business Income deduction under Section 199A.
• Overview of the Section 199A deduction and computational guidance.
• Revised forms throughout.
• All forms in the Manual conveniently provided on the accompanying CD for your immediate use.

Richard D. Craig is a shareholder of McAfee & Taft. He is a member of the firm’s Tax and Family Wealth and Corporate and Securities Practice Groups. His practice emphasizes tax planning, including wealth transfer tax planning, corporate, individual, and partnership taxation, tax and corporate aspects of business transactions, and the litigation of tax matters in both state and federal courts. Courts in which he is admitted to practice include the United States Tax Court, the United States Claims Court, the Federal Western District of Oklahoma and the United States Supreme Court. He also has been a Certified Public Accountant since 1981 and worked as an accountant in public practice and private industry before attending law school. He earned a Master of Laws (in Taxation) degree from New York University School of Law in 1985, a Juris Doctorate degree with highest honors from the University of Oklahoma College of Law in 1984, and a Bachelor of Science degree in Accounting from East Central University in 1979. While at New York University, Mr. Craig received one of six merit-based scholarships awarded to his class and served as a Graduate Editor of the Tax Law Review. At the University of Oklahoma, he became a member of the Order of the Coif and served as Editor-in-Chief of the Oklahoma Law Review. Mr. Craig has served as an Adjunct Professor of law at Oklahoma City University College of Law teaching Corporate Taxation and Partnership Taxation. He is a Fellow of the American College of Trust and Estate Counsel and a Member of the American Law Institute. He is also listed in “The Best Lawyers in America” for Tax Law and Trusts and Estates, the Chambers Guide to America’s Leading Lawyers for Business, Oklahoma Super Lawyers, and speaks and writes regularly on a variety of tax matters to various civic and professional organizations. He is a member of the Limited Liability Company Subcommittee of the Business Law Section of the American Bar Association and a former Chairman of the Section of Taxation of the Oklahoma Bar Association. Mr. Craig was actively involved in drafting the Oklahoma Limited Liability Company Act and obtaining Revenue Ruling 93-92, dealing with the federal tax classification of Oklahoma limited liability companies. He is a member of the Cleveland County, Oklahoma Bar Association (Tax and Estate Planning Sections) and the American Bar Association (Tax, Estate Planning, and Business Law Sections), and of the Oklahoma Society of Certified Public Accountants.

Sean S. Hunt is an associate at McAfee & Taft and is a member of the firm’s Business Transactions and Real Estate practice groups. Sean’s practice encompasses a broad range of business and commercial transactions, including mergers, acquisitions, and divestitures; commercial real estate purchases, sales, and leasing; entity formation and restructuring; corporate governance; and commercial lending transactions. Sean graduated in 2011 from the University of Oklahoma College of Law, where he served as an assistant editor of the Oklahoma Law Review. Prior to entering law school, he earned a Bachelor of Arts degree in Economics from the University of Oklahoma in 2008. Sean was a contributor to the fifth edition of State-By-State Guide to Commercial Real Estate Leases, published by Aspen Publishers in 2014. Sean’s achievements have earned him inclusion in Oklahoma Super Lawyers’ list of “Oklahoma Rising Stars,” which recognizes the state’s top up-and-coming attorneys.

Brett P. Merritt is an associate at McAfee & Taft and is a member of the Firm’s Business Transactions, Real Estate, Banking and Financial Institutions, and Healthcare practice groups. His practice encompasses a broad range of complex business and commercial transactions, including mergers and acquisitions, divestitures, corporate financing, corporate governance, securities, business formation, and partnerships. Brett joined McAfee & Taft in 2014. He graduated with highest honors from the University of Oklahoma College of Law, where he was a Comfort Scholar, served as Executive Articles Editor of the Oklahoma Law Review, was named to the Order of the Coif and the Order of the Barristers, was a member of Phi Delta Phi legal fraternity, and earned nine American Jurisprudence Awards for academic excellence. Brett earned his undergraduate degree from Oklahoma State University in 2011, graduating cum laude with a bachelor’s degree in Economics and a minor in International Business.   

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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-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 and Limited Liability Partnerships

Chapter 14: Miscellaneous Forms

PART IV: APPENDICES

PART V: LLP AND LLC CASES

PART VI: INDICES