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Drafting Delaware LLC Agreements: Forms and Practice Manual

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Drafting Delaware LLC Agreements: Forms and Practice Manual

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定 价:¥2423.00

作 者:John M. Cunningham

出 版 社:

出版时间:2009年3月24日

I S B N:9780735582682

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内容简介

内容简介

Drafting Delaware LLC Agreements: Forms and Practice Manual provides a comprehensive and sophisticated analysis of the Delaware Limited Liability Company Act from an entity formation viewpoint and sets forth extensive practical guidelines for lawyers planning, negotiating and drafting Delaware LLC agreements. Among other features:

  • The book exhaustively identifies the definitional, mandatory, default and permissive provisions critical in forming Delaware LLCs, and it addresses in detail the more important of these provisions.
  • It contains detailed criteria and practical examples for use in choosing among Delaware LLCs and other types of Delaware entities, including limited partnerships and corporations, in business entity formations (“non-tax choice of entity”).
  • To the authors’ knowledge, it provides the most complete analysis of the series LLC provisions of the Delaware Act currently available in LLC literature.
  • It provides in digital form model LLC agreements that address all of the various ownership structures, management structures and tax structures that Delaware LLC formation clients may need—a total of nine agreements for single-member LLCs and 33 for multi-member LLCs.

Finally, the book contains plain-English explanations for lawyers who are not tax specialists concerning all principal federal and state tax issues likely to be important to Delaware entity formation clients.

A CD containing customizable agreements, for ease of use, along with the full text of the Delaware Limited Liability Company Act is included with your purchase!

SPECIAL OFFER…

Get the latest monthly edition of Drafting Delaware LLC Agreements: Forms and Practice Manual E-Newsletter. Download your FREE E-Newsletter NOW!

The co-authors of the book and E-Newsletter are John M. Cunningham, the author of Drafting Limited Liability Company Operating Agreements (Aspen Publishers), the leading generic (i.e., non-state specific) LLC form book and practice manual; and Vernon R. Proctor, a partner and co-founder of Proctor Heyman LLP, a Wilmington, Delaware business litigation law firm. Mr. Proctor is a member of the Delaware State Bar Association committee that annually updates the Delaware LLC Act and the other Delaware “alternative entity” statutes.

作者简介

目录

PART I

  • Introduction
  • The Entity Formation Process—Overview

PART II—THE DELAWARE LIMITED LIABILITY COMPANY ACT FROM AN LLC FORMATION VIEWPOINT

  • Introduction to the Delaware Limited Liability Company Act; Choosing Between the Delaware Act and Other LLC Acts
  • Delaware LLCs—The Ten Chief Statutory Characteristics
  • Non-Tax Choice of Entity —Choosing the Right Business Organization Form for a Business Entity under Delaware Business Organization Law
  • Key Provisions of the Delaware Limited Liability CompanyAct Relevant to LLC Formations; Key Statutory Gaps
  • Forming Delaware Series LLCs

PART III—USING MODEL LIMITED LIABILITY COMPANY AGREEMENTS IN DELAWARE LLC FORMATIONS

  • Choosing the Right Model LLC Agreement for a Delaware LLC —Introduction
  • Evaluating Delaware LLC Agreements
  • Evaluating Individual Delaware Model LLC Agreements
  • Evaluating Sets of Delaware Model LLC Agreements
  • The Model Limited Liability Company Agreements in This Book—Miscellaneous Comments

PART IV - MISCELLANEOUS ISSUES IN DELAWARE LLC FORMATIONS ;

  • Using Planning Memos in Delaware LLC Formations
  • Statutory Conversions of Delaware Corporations to Delaware Limited Liability Companies Under the Delaware General Corporation Law and the Delaware Limited Liability Company Act

PART V—LLC TAXATION

  • Handling Tax Issues in LLCFormations—Introduction
  • Applying the Check-The-Box Regulations in LLCFormations —Introduction for Non-Specialists
  • “Tax Choice of Entity”—Choosing the Best Federal Income Tax Regimen for an LLC for Federal Income Tax Purposes
  • Choosing the Best Federal Income Tax Regimen for an LLC for Social Security Tax Purposes
  • Drafting Federal Income Tax Provisions for LLCs Taxable as Partnerships—Introduction for Non-Specialists
  • Drafting Federal Income Tax Provisions for LLCs Taxable as S Corporations—Introduction for Non-Specialists
  • Drafting Provisions in LLC Agreements under Internal Revenue Code Subchapters K and S to Protect Members from Social Security Taxes
  • Handling State and Multistate Tax Issues in LLCFormations —Introduction for Non-Specialists

FORMS

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