Bishop and Kleinberger on Limited Liability Companies

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Bishop and Kleinberger on Limited Liability Companies is a comprehensive and analytical publication that addresses the critical issues facing practitioners on the formation, operation, and dissolution of LLCs and other limited liability vehicles, such as limited liability partnerships (LLPs) and limited liability limited partnerships (LLLPs).

This reference addresses the state rules for limited liability companies as well as their impact on tax planning for these federal tax and non-tax entities. Moreover, this treatise contains several convenient tables that compare the laws of the various states on matters of critical importance to the formation and operation of LLCs, as well as other limited liability vehicles. Detailed attention is given to the provisions of various uniform acts, as well as the Delaware LLC Act.

You'll find expert guidance on:

• Choice of entity decisions -- the tax and non-tax differences between business organizations
• Tax classification of unincorporated businesses under the check-the-box rules
• The formation of LLCs, including the various requirements of state-enabling statutes
• Structuring procedures for managing and binding the LLC
• Transferring and retiring LLC membership interests
• Termination and winding up an LLC
• And much more

• Bishop & Kleinberger: Limited Liability Companies: Tax and Business Law
  • Chapter 1: Introduction
  • Chapter 2: Tax Classification
  • Chapter 3: Choice of Entity: Tax and Nontax Comparison
  • Chapter 4: Entity Comparison: Limited Liability Company Versus S Corporation
  • Chapter 5: Mechanics of Creating the Entity
  • Chapter 6: The Members' Liability Shield
  • Chapter 7: Governance: Management Structure and the Power to Bind the Entity
  • Chapter 8: Exit Rights of Members (Entity Continues)
  • Chapter 9: Entity Dissolution
  • Chapter 10: Fiduciary Duty
  • Chapter 11: Are LLC Membership Interests “Securities”?
  • Chapter 12: Conversions of Existing Operations: Limited Liability Companies and Other Business Entities
  • Chapter 13: Uniform Limited Liability Company Act
  • Chapter 14: Delaware Limited Liability Company Act
  • Chapter 15: Limited Liability Partnerships and Limited Liability Limited Partnerships
  • Chapter 16: Publicly Traded LLCs
  • Appendix A. Constitutive Documents
  • Appendix B. Limited Liability Partnership Acts