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Texas Limited Liability Companies Under the Business Organizations Code: Forms and Practice Manual
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Texas Limited Liability Companies Under the Business Organizations Code: Forms and Practice Manual

by William P. Bowers, Esq., Patrick L. O’Daniel, Esq., and Cliff Ernst, Esq.

$384.90

  • Updated annually
  • 3 volumes, 2,150+ pages, 195+ forms
  • All forms available in electronic format.
  • ISBN# 1-57400-111-6
SKU: 1-57400-111-6 Categories: , Tags: , , ,

Description

Prominent Texas 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 195 electronic forms. This extensive manual, with more than 2,150 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 Texas state laws.

Important features in this supplement include:

  • Recent court cases defining the term “limited partner” for purposes of Code Section 1402(a)(13) by reference to a functional analysis test
  • A newly included example of the codification of the business judgement rule for LLCs, which applies to any Texas LLC with publicly traded interests and allows other LLCs to adopt a provision in its company agreement that duplicates the effect of new law.
  • Recent Texas LLC cases regarding fiduciary duties and veil piercing.
  • Recent changes affecting LLCs as a result of the passage of the One Big Beautiful Bill Act.

William P. Bowers is of counsel and former Emeritus Head of Tax to the law firm of Norton Rose Fulbright, Dallas, Texas, where he specializes in federal income tax. Mr. Bowers is also an adjunct professor in the University of Texas School of Law and in the Masters of Tax Program at Georgetown University School of Law. He received his B.B.A. in Accounting from Texas A&M University; his J.D. from Southern Methodist University; and his LL.M. in Taxation from Georgetown University Law Center.

Patrick L. O'Daniel, Esq., is a partner in the law firm of Norton Rose Fulbright, Austin, Texas, where he specializes in federal income tax. Mr. O'Daniel advises on a variety of international and domestic issues concerning the formation, operation, acquisition, merger, combination, liquidation and disposition of partnerships, limited liability companies, and corporations. He received his B.B.A. in Accounting from the University of Texas (with highest honors) and his J.D. from the University of Texas School of Law (with high honors).

Cliff Ernst, Esq., is a partner of the law firm McGinnis Lochridge LLP in Austin, Texas. Mr. Ernst received a B.A. in English from Oklahoma State University in 1975 and a J.D. from the University of Texas in 1978. Mr. Ernst was admitted to the State Bar of Texas in 1978. Mr. Ernst’s professional affiliations and activities include American Bar Association: Business Law Section; State Bar Association: Business Law Section; State Bar of Texas Legal Opinions Committee; Austin Bar Association: Business, Corporate and Tax Section; UT Law Continuing Legal Education, LLCs, LPs and Partnership; and Planning Committee Co-Chair (2014 to present).

» View Full Table of Contents [PDF]

SUMMARY TABLE OF CONTENTS

PART I: ORGANIZATION

Chapter 1: Introduction

Chapter 2: Formation and Organization

PART II: OPERATIONS

Chapter 3: Company Agreement

Chapter 4: Organization

Chapter 5: Limited Liability Company Capital

Chapter 6: Allocation and Distribution Provisions

Chapter 7: Management Provisions

Chapter 8: Transfer and Buyout Provisions

Chapter 9: Winding up and Termination

Chapter 10: Books, Records, and Accounting

PART III: MISCELLANEOUS

Chapter 11: Mergers and Other Reorganizations

Chapter 12: Foreign Limited Liability Companies

Chapter 13: Professional Limited Liability Companies

Chapter 14: Texas Franchise Tax

Chapter 15: Compensation Strategies for the LLC

Chapter 16: Options and Convertible Interest for LLCs Taxed as Partnerships

Chapter 17: Series LLCs

Chapter 18: Contributed Built-In-Loss Property and Basis Adjustments

Chapter 19: Section 199A

PART IV: APPENDICES

PART V: LLP and LLC CASES

PART VI: INDICES

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