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Business & Securities Law

4.32

Drafting LLC Formation Documents (With a Sample Operating Agreement)

Credits Available
Credit Status Total
California MCLE Paralegal Approved 6 Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Kentucky CLE Approved 6 Total
Louisiana CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Jersey CLE Approved 7.2 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
Rhode Island CLE Upon Request 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Virginia CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
Delaware Certified Paralegal Program Approved 6 Total
Florida Registered Paralegal Approved 6 Total
Indiana Paralegal CLE Approved 6 Total
Montana CLE Credit for Paralegals Approved 6 Total
North Carolina Continuing Paralegal Education Approved 6 Total
New Mexico Paralegal Division, State Bar of Approved 6 Total
Ohio Certified Paralegals Approved 6 Total
NFPA Approved 0 Total
Texas State Bar of Paralegal Division Approved 6 Total
OnDemand
5 hours 57 minutes
Alfonso Vilaboa
Michael Simmons
Bonnie Mackey
Aviva Gordon
With Alfonso M. Vilaboa from Miller Shah, LLP + 3 others
Recorded November 17, 2025
Product ID 101183

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$389

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Overview

Draft for Flexibility and to Prevent Conflict

See if this sounds familiar: your client comes in with a two-page printout of a DIY operating agreement and asks you for a "quick once-over." You can already picture their future creditors popping this liability "shield" like a soap bubble. That's where we come in! We've created a guide to drafting truly effective, client-tailored LLC operating agreements with sample provisions from experienced attorneys. This CLE course provides the definitive guide to drafting agreements that prevent litigation and ensure favorable outcomes. Power up your drafting skills - register today!

  • Lay the groundwork for stability with strategic formation provisions.
  • Plan out voting power dynamics to ensure hard decisions are made fairly.
  • Unlock tax entity selection advantages for your clients.
  • Shield your clients from liability with robust business formalities plans.
  • Enhance your drafting toolkit with sample OA clauses shared by our expert speakers.

Abbreviated Agenda

  1. LLC Operating Agreement (OAs) and Formation Basics: Single-Member and Multi-Member LLCs
  2. Drafting Governance and Management Provisions
  3. Outlining Economic Rights and Capital Contributions
  4. Transfer Restrictions and Buy-Sell Provisions
  5. Planning for Dissolution and Winding Up
  6. Tax Election (Form 2553) and Tax Aspects of LLCs and Partnership Accounting
  7. Critical Boilerplate and Dispute Provisions

Related Topics

Product ID 101183

Credit Details

Credits Available
Credit Status Total
California MCLE Paralegal Approved 6 Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Kentucky CLE Approved 6 Total
Louisiana CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Jersey CLE Approved 7.2 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
Rhode Island CLE Upon Request 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Virginia CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
Delaware Certified Paralegal Program Approved 6 Total
Florida Registered Paralegal Approved 6 Total
Indiana Paralegal CLE Approved 6 Total
Montana CLE Credit for Paralegals Approved 6 Total
North Carolina Continuing Paralegal Education Approved 6 Total
New Mexico Paralegal Division, State Bar of Approved 6 Total
Ohio Certified Paralegals Approved 6 Total
NFPA Approved 0 Total
Texas State Bar of Paralegal Division Approved 6 Total
Select Jurisdiction
CLE
Paralegal

Agenda

All times are shown in

  1. LLC Operating Agreement (OAs) and Formation Basics: Single-Member and Multi-Member LLCs

  2. Drafting Governance and Management Provisions

    1. Member-Managed vs. Manager-Managed LLC
    2. Member Rights and Responsibilities
    3. Manager Powers and Duties (for Manager-Managed LLCs)
    4. Decision-Making Authority

  3. Outlining Economic Rights and Capital Contributions

    1. Capital Contributions
    2. Allocation of Profits and Losses
    3. Distributions
    4. Loans to/From the LLC

  4. Transfer Restrictions and Buy-Sell Provisions

    1. Restrictions on Transfer of Membership Interests (ROFR vs. ROFO)
    2. Buy-Sell Triggers
    3. Valuation Mechanisms
    4. Payment Terms
    5. Consequences of Unauthorized Transfer

  5. Planning for Dissolution and Winding Up

    1. Events Triggering Dissolution
    2. Winding Up Procedures, Liquidation Waterfall
    3. Avoiding Dissolution: Continuation Clauses and Buyout Options

  6. Tax Election (Form 2553) and Tax Aspects of LLCs and Partnership Accounting

  7. Critical Boilerplate and Dispute Provisions

    1. Indemnification and Exculpation
    2. Governing Law and Jurisdiction
    3. Dispute Resolution
    4. Amendments
    5. Entire Agreement, Severability, Counterparts
    6. Confidentiality
    7. Remedies for Breach

Who Should Attend

This course was designed for attorneys. Accountants, banking professionals, tax managers, financial planners, business executives, and paralegals may also find it beneficial.

Speakers

Alfonso M Vilaboa
Alfonso M.
Vilaboa
Miller Shah, LLP
Michael D Simmons
Michael D.
Simmons
Cosmich, Simmons & Brown, PLLC
Bonnie L Mackey
Bonnie L.
Mackey
Levin, Silvey, Zelko & Mackey, P.A.
Aviva Y Gordon
Aviva Y.
Gordon
Gordon Law
Speaker bio
Alfonso M Vilaboa

Alfonso M. Vilaboa

Miller Shah, LLP
Alfonso Vilaboa

is Senior Counsel at Miller Shah LLP in the New York office. Alfonso is an international business lawyer with experience in corporate law, mergers and acquisitions, and private equity. He has advised a wide-range of public and private companies, both in the United States and abroad. His experience includes representing companies in strategic sell-side mergers and acquisitions, as well as private equity funds in their leveraged buyout acquisitions of portfolio companies, and senior and mezzanine debt transactions in a variety of different industries. Private equity clients appreciate Alfonso’s strong knowledge of financial modeling and unique strength in financial statement reviewing, which allows him to understand deals from a business and financial perspective and to facilitate coordination and synergies with the legal review. Prior to joining the firm, Alfonso worked as an attorney for the Inter-American Development Bank, the largest development bank for Latin America and the Caribbean, and Posadas, Posadas & Vecino, one of the largest law firms in Uruguay.

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Speaker bio
Michael D Simmons

Michael D. Simmons

Cosmich, Simmons & Brown, PLLC
Michael Simmons

is an attorney in the Jackson law firm of Cosmich, Simmons & Brown, PLLC, where he practices in the areas of mass torts, commercial litigation, tort litigation, insurance litigation, employment law and appeals. While in law school, he was on the editorial board of Mississippi College Law Review and was a member of two national moot court competition teams. Mr. Simmons is a member of The Mississippi Bar, Defense Research Institute, International Association of Defense Counsel, and Government Investigations and Civil Litigation Institute. He also is a contributing writer to the Encyclopedia of Mississippi Law (West Group) and a frequent seminar speaker. Mr. Simmons earned his B.A. degree from the University of Georgia and his J.D. degree, with special distinction, from Mississippi College School of Law.

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Speaker bio
Bonnie L Mackey

Bonnie L. Mackey

Levin, Silvey, Zelko & Mackey, P.A.
Bonnie Mackey

is a certified public accountant with the Florida office of Levin, Silvey, Zelko & Mackey, P.A., where her background includes all facets of accounting, including financial statement and tax preparation, as well as computer software and bookkeeping assistance. She is also a Certified Quickbooks Pro Advisor. Ms. Mackey graduated from the University of South Florida with an extended B.S. degree in business administration and earned her MBA degree from Keller Graduate School of Devry University. In 2000, she earned her Certified Specialist in Estate Planning (CSEP) designation from the National Institute for Excellence in Professional Education, LLC, and in 2011 attained Accredited Estate Planner® status. Additionally, Ms. Mackey is an instructor for the Becker CPA Review course, an FICPA Ethics course facilitator and a frequent lecturer on various topics. She is the past-president for the FICPA N. Dade S. Broward chapter, American Woman's Society of CPAs - S. Florida Affiliate, and the North Dade/South Broward Estate Planning Council, past treasurer for the Broward County Guardianship Association, National AWSCPA VP of Regions and on the Trust Advisory Board for MonarchCare, Inc., as well as its immediate past chair, in addition to the firm's other affiliations.

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Speaker bio
Aviva Y Gordon

Aviva Y. Gordon

Gordon Law
Aviva Gordon

, with over 30 years of experience, helps small business owners protect their companies, reduce liability, and plan for business succession. As managing member at Gordon Law, she delivers legal strategies that align with long-term business goals, from entity formation to exit planning. Ms. Gordon's clients include startups, family-owned operations, and growing companies across Nevada and California. Her approach is strategic, responsive, and rooted in a deep understanding of small business dynamics. Ms. Gordon graduated from Boston University, and with distinction from California Western School of Law. She is a member of both the State Bar of Nevada and the State Bar of California.

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In the unlikely event that NBI cancels or reschedules an upcoming program, each registered attendee will be contacted via email by a representative of NBI. Outreach to attendees begins as soon as NBI is made aware that a program will not move forward at its originally scheduled date and time.
Are multiple attendee discounts available?
Yes, the more people you bring from your organization, the more you save. After the first registration, each additional attendee receives a special discount off of their total tuition.
When will the OnDemand be available and how long will I have access to the content?
The OnDemand Video will be available to stream within 14 days of live broadcast date. You will have access to the content for 6 months in your account. If you’re a subscriber, you’ll have access to your course recordings until 7 days after the expiration date of the subscription.
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When you enroll prior to the live event date you will receive access to the live-streaming webinar which will allow you to interact with faculty in real-time. With each course, you will receive access to the content via OnDemand Streaming and the Video Download. Course reference materials are included with each course purchase in a downloadable PDF format.
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