Georgia Limited Liability Company: Forms and Practice Manual

MARC A. RAWLS is a Partner in Eversheds’ corporate practice. With a background in mergers and acquisitions, joint ventures and related issues, Marc works with both privately and publicly held companies in acquisitions, restructuring transactions, joint ventures and both private and public securities offerings. Marc also counsels clients in a variety of industries on corporate governance matters. He regularly advises on transactions involving capital formation, including securities offerings, and intellectual property licensing arrangements for businesses, and has particular experience in structuring complex franchise, limited liability and partnership arrangements, including public private partnerships. Marc has been selected as one of twelve Georgia Lawyers Under 40 “On the Rise” by the Fulton County Daily Report, was appointed as an ambassador of the American Bar Association's business section, and is a member of Eversheds Sutherland’s Business Development Committee and Diversity and Inclusion Committee. He also serves as the Commercial Transactions Group Leader for the firm's US Business Practices Group.

ERIC S. TRESH is a Partner in the firm’s state and local tax practice and serves as a member of the Eversheds Sutherland Global Board of Directors. He regularly appears in administrative forums, trial courts and appellate courts around the country and has obtained several landmark victories for his clients. In addition to his tax controversy work, Eric has testified before several state legislatures regarding state and local tax policy and advises many of the world’s largest companies regarding tax risk and how to optimize their state tax structures. Eric has been recommended as a leading lawyer by Chambers USA and the Legal 500 US and has written extensively on state and local tax matters. His articles have appeared in several publications including State Tax Notes, the Journal of State Taxation, and the Interstate Tax Report. In addition, Eric frequently speaks on state and local tax matters to many leading tax organizations including the Council On State Taxation (COST), the Tax Executives Institute (TEI), the Broadband Tax Institute, New York University’s Institute on State and Local Taxation, the State Tax Roundtable for Utilities and Power, and the Wireless Tax Group. He has also taught several classes on state and local taxation as an adjunct professor of law at Georgia State University and at TEI’s and COST’s state and local tax schools.

» View Full Table of Contents [PDF]

SUMMARY TABLE OF CONTENTS

Chapter 1: Introduction to Georgia LLCs and Their Tax Classification

PART I: ORGANIZATION AND STRUCTURE

Chapter 2: Formation

Chapter 3: The Operating Agreement

Chapter 4: Establishing the LLC

Chapter 5: Governance

Chapter 6: Transfer, Buy-Sell, and Redemption

Chapter 7: Dissolution

PART II: FINANCIAL, ACCOUNTING, AND TAX CONSIDERATIONS

Chapter 8: Limited Liability Company Capital

Chapter 9: Allocation and Distribution

Chapter 10: Compensation Strategies for the LLC

Chapter 11: Books, Records, Accounting and Tax Matters

Chapter 12: Georgia Taxation of Limited Liability Companies

PART III: ADDITIONAL ITEMS OF INTEREST

Chapter 13: Reorganization of the LLC: Admission, Conversion and Merger

Chapter 14: Single-Member LLCs

Chapter 15: Professional LLCs, Limited Liability Partnerships (LLPs) and Limited Liability Limited Partnerships (LLLPs)

Chapter 16: Doing Interstate Business

Chapter 17: Bankruptcy Issues Concerning LLCs

Chapter 18: Section 199A

PART IV: APPENDICES

PART V: LLP AND LLC CASES

PART VI: INDICES