Virginia Limited Liability Company: Forms and Practice Manual

James J. Wheaton is General Counsel and Vice President of Legal and Governmental Affairs of Liberty Tax Service in Virginia Beach, Virginia. Previously, he was a partner of the law firm of Troutman Sanders LLP in Virginia Beach, Virginia, where he practiced primarily in areas of corporate and securities law and chaired the firm’s Mergers, Acquisitions and Business Ventures practice group. He is the former chairman of the Limited Liability Companies Committee of the Business Law Section of the Virginia Bar Association and helped draft the Virginia Limited Liability Company Act. He is also past chairman of the Board of Governors of the Business Law Section of the Virginia State Bar and immediate past chair of the Business Law Section Council of the Virginia Bar Association. He served from 2011-2015 as a member of the Council of the American Bar Association’s Section of Business Law, is the immediate past chair of that section’s LLCs, Partnerships and Unincorporated Entities Committee, and was a member of the working groups of that committee that drafted the ABA’s first Prototype Limited Liability Company Act and that recently released a new version of that act. In 2015, he also received that committee's Martin I. Lubaroff award, recognizing his leadership and service in the field of LLCs, partnerships and unincorporated entities law. He has authored various articles and book chapters on limited liability company topics and has participated in limited liability company presentations for the ABA, ALI, ALAS, Virginia CLE, MICPEL, and the Virginia and William & Mary Tax Conferences. Mr. Wheaton received a B.S. from Wake Forest University and a J.D. from the University of Virginia School of Law. Following law school, he clerked for the Honorable J. Dickson Phillips, Jr. of the U.S. Court of Appeals for the Fourth Circuit. Mr. Wheaton has served as a lecturer at the University of Virginia School of Law, teaching a course on business entities.

Brian M. Brown is a principal in the law firm of Woods Rogers PLC. Mr. Brown concentrates his practice in unincorporated entities, including partnerships and limited liability companies. Mr. Brown also does substantial work in securities compliance, corporate finance and governance and mergers and acquisitions. Prior to joining Woods Rogers PLC, Mr. Brown practiced with McGuire Woods LLP. He has represented many Fortune 500 companies in all aspects of corporate governance and securities compliance. Mr. Brown has extensive experience dealing with and advising clients regarding the impact of the Sarbanes-Oxley Act of 2002. Throughout Mr. Brown’s career, he has represented many real estate investment trusts, technology companies, furniture manufacturers, insurance companies and electronics distributors. He has represented a sizeable portfolio of clients, ranging from large multi-billion dollar international companies to start-up entities and has been involved in and facilitated the raising of billions of dollars in equity and convertible securities. Mr. Brown is also a contributing author of Virginia Partnerships, (2002). Mr. Brown regularly lectures for Lorman Educational Services on partnerships and limited liability companies. Mr. Brown received his B.A. from the University of Michigan and his J.D. from Michigan State University College of Law.

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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 Liaiblity Company Capital

Chapter 6: Distribution Provisions

Chapter 7: Management Provisions

Chapter 8: Resignation, Transfer, and Buy-Sell Provisions

Chapter 9: Dissolution, Winding Up, and Termination

Chapter 10: Records, Accounting, and Administration

Chapter 11: Tax Provisions

PART III: MISCELLANEOUS

Chapter 12: Reorganization of the LLC

Chapter 13: Doing Interstate Business

Chapter 14: Professional and Regulated Industry Limited Liability Companies

Chapter 15: Limited Liability Partnerships

Chapter 16: Bankruptcy

Chapter 17: Series LLCs

PART IV: APPENDICES

PART V: LLP AND LLC CASES

PART VI: INDICES