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Overview
Tax Considerations, Veil Piercing, Operating Agreements, and More
Do you know when it's advantageous for a client to conduct business through a single member LLC? Do you have a detailed understanding of the issues that can arise during formation and everyday business operations? This focused program will provide a walkthrough of critical considerations and best practices you need to be aware of. Register today!
- Explore the advantages and disadvantages of using single member LLCs.
- Learn about the tax implications of single member LLCs.
- Understand the mechanics of dealing with creditors and charging orders.
- Find out how to minimize potential single member LLC veil piercing.
- Maximize liability protections and avoid disputes with solid operating agreements.
- Incorporate the latest case law into your decision making.
Abbreviated Agenda
- The Basics and the Organization of the Single Member LLC
- Tax Considerations
- The Single Member LLC and the Charging Order
- Protection Against Inside Debts (Piercing the Single Member LLC Veil)
- How to Draft the Single Member LLC Operating Agreement
- Notable Recent Case Law Review
- LLC Ethical Traps
Credit Details
Credits Available
| Credit | Status | Total |
|---|---|---|
| Alaska CLE |
|
6 Total |
| Alabama CLE |
|
6 Total |
| Arkansas CLE |
|
6 Total |
| Arizona CLE |
|
6 Total |
| California CLE |
|
6 Total |
| Colorado CLE |
|
7 Total |
| Connecticut CLE |
|
6 Total |
| Delaware CLE |
|
6 Total |
| Florida CLE |
|
7 Total |
| Georgia CLE |
|
6 Total |
| Hawaii CLE |
|
6 Total |
| Iowa CLE |
|
6 Total |
| Illinois CLE |
|
6 Total |
| Indiana CLE |
|
6 Total |
| Kansas CLE |
|
7 Total |
| Kentucky CLE |
|
6 Total |
| Maine CLE |
|
6 Total |
| Minnesota CLE |
|
6 Total |
| Missouri CLE |
|
7.2 Total |
| Northern Mariana Islands CLE |
|
6 Total |
| Mississippi CLE |
|
6 Total |
| Montana CLE |
|
6 Total |
| North Carolina CLE |
|
6 Total |
| North Dakota CLE |
|
6 Total |
| Nebraska CLE |
|
6 Total |
| New Hampshire CLE |
|
6 Total |
| New Jersey CLE |
|
7.2 Total |
| New Mexico CLE |
|
6 Total |
| Nevada CLE |
|
6 Total |
| New York CLE |
|
7 Total |
| Ohio CLE |
|
6 Total |
| Oklahoma CLE |
|
7 Total |
| Oregon CLE |
|
6 Total |
| Pennsylvania CLE |
|
6 Total |
| Rhode Island CLE |
|
7 Total |
| South Carolina CLE |
|
6 Total |
| Tennessee CLE |
|
6 Total |
| Texas CLE |
|
6 Total |
| Utah CLE |
|
6 Total |
| Virginia CLE |
|
6 Total |
| Vermont CLE |
|
6 Total |
| Washington CLE |
|
6 Total |
| Wisconsin CLE |
|
7 Total |
| West Virginia CLE |
|
7.2 Total |
| Wyoming CLE |
|
6 Total |
| Arizona CPE for Accountants |
|
7 Total |
| New York CPE for Accountants |
|
7 Total |
| Washington CPE for Accountants |
|
7 Total |
| Wisconsin CPE for Accountants |
|
7.2 Total |
| CPE for Accountants/NASBA |
|
7 Total |
Select Jurisdiction
CLE
Other
Agenda
-
The Basics and the Organization of the Single Member LLC
- Is the Single Member LLC the Best Choice?
- Formation and Operation
- Legislative Update
- Recent Trends and Current Issues
- LLC Conversions and Reorganizations
- Using the Single Member LLC to Purchase Real Estate
- Using Single Member LLCs in Asset Protection and Estate Planning
-
Tax Considerations
- Formation Issues, Pass-Through Treatment of LLCs
- Single Member LLCs
- Tax Basis, Debt and Loss Concepts
- Self-Employment Tax Issues
- Conversions and Reorganizations
- Liquidation of the LLC
- Tax Challenges in Converting to an LLC
- Compensation Strategies for Owner/Employees
-
The Single Member LLC and the Charging Order
- What is an LLC Charging Order and What Does it Do?
- Charging Order Benefits and Protections
- Charging Order Limitations
- Creditor Responses
- LLC Responses to Charging Orders
-
Protection Against Inside Debts (Piercing the Single Member LLC Veil)
- Limiting Personal Liability: Forming a Single Member LLC
- Drafting SMLLC Operating Agreements to Limit Piercing - Do's, Don'ts and Sample Language
- Alter Ego Theory
- How Strong is the Single Member LLC Veil? Recent Trends
- Specific Vulnerabilities for SMLLCs
- Analysis of Top "Factors" (Undercapitalization, Commingled Funds, etc.)
- Uncovering Manipulation/Misuse of the SMLLC
-
How to Draft the Single Member LLC Operating Agreement
- Organization and Formation Provisions
- Management and Membership
- Tax and Financial Matters
- Transfer Restrictions, Right of First Refusal, Impasse (Put/Call), Capital Call, and Dissolution Provisions
- Distribution and Allocation Provisions
- General Rules
- Signatures
-
Notable Recent Case Law Review
-
LLC Ethical Traps
- Role of Attorney in LLC Formation
- Avoiding Conflicts of Interest
- When to Refer an LLC Case Out
- Fraudulent Transfers
Who Should Attend
This program is designed for attorneys. Accountants and paralegals may also benefit.
Speakers
Speaker bio
Bradford E. Block
is the principal of the Law Offices of Bradford E. Block in Deerfield, Illinois. He has been an attorney for more than 35 years, and practices in the areas of business formation, mergers and acquisitions, not-for-profit organizations, private foundations, equity financing, tax law, and the preparation and negotiation of corporate and technology contracts. Mr. Block has lectured to various professional groups on matters related to limited liability companies, partnerships, business transactions, S-corporations, and tax exempt organizations. He is a former adjunct professor of business planning and partnership law at DePaul University. Mr. Block is also a commercial mediator and a member of the Association of Attorney Mediators. He earned his B.S. degree from the Wharton School of Finance and Commerce at the University of Pennsylvania and his J.D. degree from DePaul University College of Law.
Speaker bio
C. Michael Kvistad
is an attorney with Beresford Booth where he is an experienced business lawyer, supporting clients in a range of corporate and real estate matters. Passionate about multifaceted transactions, he has a robust business practice where he concentrates on the areas of forming businesses, mergers and acquisitions, and general business matters. Drawing on diverse experience with complex real estate law, Mr. Kvistad spearheads transactions involving the buying and selling of residential and commercial property, lending, boundary line agreements, leasing, and easements. With years of navigating litigation in the courtroom, he is a solution-oriented lawyer. Mr. Kvistad earned his B.A. degree from the University of Washington and his J.D. degree from Washington and Lee University School of Law. He is a member of the Snohomish County Bar Association and the King County Bar Association. Mr. Kvistad is admitted to practice in Washington.
Speaker bio
Eduardo V. Martinez
is in self-practice with a primary focus in mediation, as well as contractual and business law, which he also teaches. He retired as a Captain from the U.S. Navy after 30 years and still consults on matters of national security. Dr. Martinez is currently on staff at Angelo State University, where he teaches Intelligence and Security Studies. He is also on the Editorial Board of the Journal of Homeland and National Security Perspectives. Dr. Martinez has written articles involving transportation security and maritime cyberterrorism. He is a former special assistant attorney general for the state of Mississippi, and admitted to all Mississippi state and federal courts, Fifth Circuit Court of Appeals, U.S. Court of Military Appeals, U.S. Court of International Trade, and U.S. Supreme Court. Dr. Martinez earned his B.A. degree in government from the University of Texas, his M.A. degree in legal studies from Antioch University, his M.S.S. degree from the U.S. Army War College and his J.D. degree from the Mississippi College School of Law.
Speaker bio
Peter S. Nealis
is a partner in the Cleveland office of Taft Stettinius & Hollister LLP, who also practices in Sarasota/Bradenton, Florida. He has substantial experience representing both public and private companies, and investors in a variety of securities, regulatory and corporate governance matters. Mr. Nealis is a member of The Florida Bar and the Sarasota Bar Association. He earned his B.A. degree from Colby College and his J.D. degree from The Ohio State University.
Speaker bio
Gary A. Forster
is managing partner and co-founder of ForsterBoughman. His practice spans 30 years and includes domestic and international corporate law, asset protection, tax and estate planning. Mr. Forster handles a variety of corporate and personal planning matters for business leaders and wealthy families. He writes and speaks nationally on tax, corporate and international topics and is the author of three books. In 2013, he wrote Asset Protection for Professionals, Entrepreneurs and Investors, a guide to asset protection strategies for clients and their financial advisors, now in its second edition. In 2020, Mr. Forster finished the second edition of The U.S. Estate and Gift Tax and the Non-Citizen, which explains how resident and non-resident foreign nationals are impacted by the U.S. Estate and Gift Tax. In 2021, he wrote The U.S. Wealth Transfer Tax and the Non-Citizen, a law school textbook. Mr. Forster's legislative amendments were adopted as Section 43A of the Nevis LLC Ordinance - Nevis Limited Liability Company (Amendment) Ordinance, 2015. He earned his B.A. degree from Tufts University, graduating cum laude with majors in economics and Spanish literature. Mr. Forster earned his J.D. degree from the University of Florida College of Law, graduating with honors. He continued his studies as a graduate fellow at the University of Florida College of Law, Master of Taxation program, earning an LL.M. degree in taxation. Mr. Forster's education also includes studies at the University of Madrid, Oxford University and Leiden University in the Netherlands. He is a member of The Florida Bar and District of Columbia Bar Association, including bar sections for international and tax law. Mr. Forster is licensed to practice before the U.S. Tax Court, and is a member of the American Bar Association Asset Protection Planning Committee. He speaks Spanish fluently.
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