Description
California Limited Liability Company: Forms and Practice Manual
Prominent California attorneys have drawn from their extensive experience and collaborated to bring you strategies and forms for virtually every situation you may encounter in this three-volume Manual featuring more than 260 electronic forms. This extensive manual, with more than 2,590 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 California state laws.
Important features of this year’s supplement include:
- Updates to Section 1.19 and related materials regarding the Corporate Transparency Act to reflect FinCEN’s March 2025 Interim Final Rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information to FinCEN.
- Updated Incentive Unit Plan and Incentive Unit Agreement (Appendix E5) providing a phantom stock compensation structure for California LLCs, enabling companies to offer equity-like incentives to employees and service providers without diluting actual membership interests or conferring ownership rights.
- A new long-form Operating Agreement for LLCs taxed as S corporations (Appendix D13), featuring two classes of Units (voting and non-voting) with identical economic rights, manager-managed structure, mandatory tax distributions, strict transfer restrictions to preserve S corporation status, and buy-sell provisions.
- A new Section 7.10.1.8 regarding the availability of the business judgment rule to decision makers in California LLCs. The section discusses the landmark Tuli v. Specialty Surgical Center of Thousand Oaks, LLC decision, which appears to be the first California appellate case recognizing that the business judgment rule may be available to managers and managing members of limited liability companies.
