Wisconsin Limited Liability Company: Forms and Practice Manual

Wisconsin Limited Liability Company: Forms and Practice Manual

Prominent Wisconsin attorneys,Jeffrey J. Storch and Patrick P. Neuman, have drawn from their extensive experience to bring you strategies and forms for virtually every situation you may encounter in this newly revised two-volume Manual featuring a bonus CD with more than 265 electronic forms.

This extensive, updated manual, with its more than 1,525 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 Wisconsin state laws. Plus, you'll be expertly guided through an extensive selection of appropriate LLC forms using an easy-to-follow format. Included are customizable electronic forms as well as explanations and planning strategies for the LLC business structure.

Recent updates include:

• Updated form for representations given by members contributing operating businesses to an LLC (Form 5-4).
• Updated form regarding the LLC reimbursing member expenses incurred on behalf of the LLC (Form 7-17).
• Revised discussion and form for transfers between current or former spouses that do not trigger tax recognition under Internal Revenue Code Section 1041 (Form 8-51 and introductory discussion).
• New long form of company information to be maintained, based on the changed requirements of the restated Wisconsin LLC Act (Form 10-4A).
• New discussion of the restated Wisconsin LLC Act provision providing that a person is deemed to assent to the LLC’s operating agreement simply by becoming a member, along with a new long-form operating agreement joinder form for newly admitted members (Chapter 11 introduction to Form 11-6 and new Form 11-16A).

Jeffrey J. Storch is a partner in the Baraboo, Wisconsin office of Boardman & Clark LLP, where he focuses on business formation and operations, mergers and acquisitions, business taxation, and other regulatory compliance matters, and is the chair of the firm’s Agribusiness and Restaurant and Hospitality practice groups. As a former owner of a family business, he knows first-hand the many issues business owners face each day.

Jeff works with owners on all aspects of running their business, from initial startup to planning to transitioning the business to the next generation. He also advises employers on their employee benefits, such as 401(k) and other retirement plans, health plans, cafeteria plans, and executive compensation and benefits.

He is a member of the American Bar Association, State Bar of Wisconsin, and Sauk County Bar Association. Jeff has written and spoken on many legal issues in his areas of focus, including LLC and partnership agreement drafting, choice of business entity, business succession planning, nonqualified deferred compensation, and tax issues.

Jeff received a B.S. in French from the University of Wisconsin-Madison and his law degree magna cum laude from University of Wisconsin Law School, where he was elected to the Order of the Coif and served as Moot Court President.

Patrick P. Neuman is an associate in the Madison, Wisconsin office of Boardman & Clark LLP, where he focuses on business and banking matters.

Patrick works with limited liability companies, corporations, banks, and other business entities on general corporate matters including business formation, mergers and acquisitions, construction and lease agreements, private placement securities offerings, buy-sell agreements, service contracts, and state and federal tax matters.

In addition, Patrick works with banks on holding company and subsidiary formations, regulatory compliance, and loan forms drafting, and with non-profit organizations to obtain 501(c)(3) tax-exempt status.

Patrick graduated magna cum laude from the University of Wisconsin Law School, where he was elected to the Order of the Coif and received the Stewart Macaulay Award for Excellence and Leadership in Contract Law. He is a member of the American Bar Association (Business Law Section) and the State Bar of Wisconsin (Young Lawyers Division).

Patrick worked closely with area entrepreneurs in the inaugural year of the University’s Law and Entrepreneurship Clinic. Before going to law school, Patrick owned a general contracting firm. In 2012, he was recognized as an “Up and Coming Lawyer” by the Wisconsin Law Journal.

» 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: The Operating Agreement

Chapter 4: Organizational Provisions of the Operating Agreement

Chapter 5: Limited Liability Company Capital

Chapter 6: Allocation and Distribution Provisions

Chapter 7: Management Provisions

Chapter 8: Dissociation, Withdrawal, Removal, Sale, Transfer, and Buy-Sell Provisions

Chapter 9: Dissolution

Chapter 10: Books, Records, and Accounting

PART III: MISCELLANEOUS

Chapter 11: Reorganization of the LLC

Chapter 12: Doing Interstate Business

Chapter 13: The Single-Member LLC

Chapter 14: Compensation Strategies for the LLC

PART IV: APPENDICES

PART V: LLP AND LLC CASES

PART VI: INDICES