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 255 electronic forms.

This extensive, updated manual, with its more than 1,390 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:

• A new discussion and forms regarding confirming who is the client and addressing conflict of interests issues. (Section 2.7 and Forms 2-7, 2-8, and 2-9)
• A new form to divide an LLC's interests into capital interests and profits interests. (Form 5-4A)
• Discussion and new form to provide for non-voting interests. (Form 7-A)
• New alternate forms for purchasing a member's interest upon involuntary withdrawal (Forms 8-11A and 8-11B)
• New form for the LLC to redeem (purchase) a departing member's interest. (Form 8-49)
• A new cover letter for forwarding a draft of a simple single-member LLC operating agreement. (Form 13-6)
• A new discussion about the considerations in adding a member to a single member LLC. (Section 13.7)
• Updated operating agreements for: a simple single-member LLC (Appendix F3); a multi-member manager-managed LLC taxed as a partnership (Appendix H2); and a multi-member manager-managed LLC taxed as an S corporation (Appendix N)

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