Massachusetts Limited Liability Company: Forms and Practice Manual

Stanley Keller is of counsel in the Boston Office of Troutman Pepper Locke LLP, where he is engaged in business and securities law practice. He graduated from Harvard Law School, magna cum laude, and received an A.B. from Columbia University. Mr. Keller is active in the American Bar Association Business Law Section, having served as chair of its Federal Regulation of Securities Committee, Audit Responses Committee and Legal Opinions Committee. Mr. Keller is also past chair of both the Boston Bar Association and Massachusetts Bar Association Business Law Sections. He lectures for various continuing legal education organizations. He has also authored a number of articles on corporate and securities law matters and was editor of a three-volume treatise, Massachusetts Business Lawyering, published by MCLE, and co-editor of The Practitioner’s Guide to the Sarbanes-Oxley Act, published by the ABA. Mr. Keller is co-chair of the Boston Bar Association’s Task Force on Revision of the Massachusetts Business Corporation Law, a member of the ABA Corporate Laws Committee and a member of the TriBar Opinion Committee.

Christopher M. Flanagan is a partner in the Boston office of the law firm of Troutman Pepper Locke LLP, where he also serves as the chairman of the fi rm’s Business Transactions Practice Group within its Tax Department. His practice is primarily focused on tax planning and analysis in the transactional area and representing companies in the structuring and formation of major corporate joint ventures and limited liability companies. He received his LL.M. in Taxation from the New York University School of Law and his J.D. from Boston University School of Law. He received a B.S., cum laude, from the Villanova University School of Business. Mr. Flanagan is also a past chair of the Tax Section of the Boston Bar Asso-ciation, and is a member of the Section of Taxation of the American Bar Association. He has also authored several articles and lectured frequently on corporate and partnership taxation at various bar and legal organizations as well as tax-related seminars and webinars, with a particular focus on tax issues arising in the transactional area.

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SUMMARY TABLE OF CONTENTS

PART I: INTRODUCTION

Chapter 1: Introduction

Chapter 2: Formation and Filings

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 11A: Special Uses of LLCs

Chapter 12: Massachusetts Taxation

Chapter 13: Doing Interstate Business

Chapter 14: Commercial and Securities Law Aspects of LLCs

Chapter 15: Limited Liability Partnerships

Chapter 16: Equity Compensation and the LLC

Chapter 17: LLCs as Tax-Exempt 501(c)(3) Organizations

Chapter 18: Bankruptcy Related Issues

PART IV: APPENDICES

PART V: LLP AND LLC CASES

PART VI: INDICES