Limited Liability Company in California
Zinn & Lorand
Definition A limited liability company (LLC) is a business entity that is essentially a hybrid of a corporation .
Excerpt from Limited Liability Companies and Limited Liability Partnerships
Thomas A. Humphreys of Sidley Austin LLP
This book is about the limited liability company (LLC) and the limited liability partnership (LLP).
Limited Liability Partnerships: Should There Be One in Your Future?
Richard G. Thomas of Perez & Miller
California adopted SB 513 on October 8, 1995 establishing Limited Liability Partnerships (LLPs) as an alternative .
UPREIT Shares and Tacking under Rule 144
Joseph Hoefferle of Moses & Singer LLP
Along with the explosive growth of Real Estate Investment Trusts (REITs) has been a corresponding dramatic increase.
North Carolina Business Issues-FAQs
Grafstein & Walczyk, P.L.L.C.
Q. Must I incorporate my business? A. No. There are several entities that may be chosen when star.
Contractual Law and Agreements in Kazakhstan
John W. Barnum of McGuireWoods LLP
This article reviews the development of contract law in the state of Kazakhstan and how contractual relationships are flourishing in this country.
Planning for the Departure of a Co-Owner
Kurt S. Bauer of Warner Norcross & Judd LLP
This article provides suggestions on what should be included in an agreement between business owners detailing how key issues will be handled upon the departure of a co-owner of the business.
Modernizing North Carolina's Business Environment
W (?RODDY?) B. Rodman Davis of Nexsen Pruet
This article summarizes the changes to North Carolina's business entity statutes.
Ownership and Value: The Keys to Prudent Estate Planning
David A. Ison of Law Offices of David A. Ison
Estate planning often appears to be a highly complex science, drawing upon an intricate array of trusts, transfers,.
An Overview of the Small Business Investment Company Program
Michael B. Staebler of Pepper Hamilton LLP
This article details the Small Business Investment Company Program, describes the two kinds of SBA leverage and reviews the Small Business Administration's regulations.
Philadelphia Begins New Commerce Case Management System For "Business Litigation"
Jonathan K. Hollin of Powell, Trachtman, Logan, Carrle & Lombardo P.C.
Beginning with cases filed on January 3, 2000 (i.e. the first business day of the New Year) business litigation.
Choosing An Entity For The New Business Deal
W (?RODDY?) B. Rodman Davis of Nexsen Pruet
This article compares the different choice of entity options a corporation can delegate in it's formation with particular emphasis on the LLC designation.
State Of Hawaii Immigrant Investor Program
Stubenberg & Durrett LLP
The Immigration Act of 1990 created the Investor Visa Category allowing qualified applicants to obtain Green Cards.
Distributions and Other Transfers by Investment Funds to Foreign Entities: IRS Notice 97-18 Clarifies Excise Tax Liability and Reporting Obligations
Wilson Sonsini Goodrich & Rosati
This memorandum briefly describes the background to Notice 97-18, its impact on domestic and offshore venture capital funds, and the steps that such funds should take to deal with remaining uncertainties.
The Taxpayer Relief Act of 1997
Wilson Sonsini Goodrich & Rosati
This alert discusses the provisions of the Taxpayer Relief Act of 1997.
Family Limited Partnerships: Having Your Cake and Eating It Too
Gideon Rothschild of Moses & Singer LLP
THE PRACTICAL ACCOUNTANT OCTOBER 1994 ESTATE PLANNING STRATEGIES It is the client's desire to keep control, .
UPREITs, Down-REITs And Other REIT Vehicles: Should You Go Along For The Ride?
Lee A. Chilcote of Arter & Hadden LLP
This article explains the strengths and weaknesses of real estate investment trusts ("REITs").
IRS Affirms Use of Partnership Gross Receipts to Solve S Corporation Passive Investment Income Problems
Levun, Goodman & Cohen, LLP
It's that time of the year again and my partner, Michael Cohen, and I are busy formulating the contents of the Thirteenth Annual Partnership, LLC & S Corporation Tax Planning Forums.
An Introduction to Affordable Housing Development and Financing Using Low-Income Housing Tax Credits
Alan L. Pasternack of Schwabe, Williamson & Wyatt
The generally accepted definition of affordability is for a household to pay no more than 30% of its annual income on housing. In Oregon, statistics show that while the economic expansion of the 1990's may have obscured the need, more and more people need affordable housing every year.
Limited Liability Companies
Richard T. Keppelman of Levy & Droney P.C.
Limited liability companies give you the tax advantages of a partnership with the liability protection of a corp.
Business Organizations
Missouri Bar Center
This article details the different forms of business organizations in Missouri.
Impact of the Taxpayer Relief Act of 1997 on Qualified Small Business Stock
Cooley Godward Kronish LLP
This alert details some important relief for U.S. and foreign investors under the Taxpayer Relief Act of 1997, such as significantly reduced - and more complex - capital gains rates, and the new provisions affecting investments in qualified small business stock.
New Domestic Partnership Act Affects New Jersey Employers
Tara S. Smith of Littler Mendelson, P.C.
The New Jersey Domestic Partnership Act ("the DPA"), which takes effect on July 11, 2004, was enacted to grant same-sex couples and unmarried opposite-sex couples legal status and many, but not all, of the same rights as legally married couples. The DPA accomplishes this by expressly amending several state statutes to include domestic partners within their coverage.
Think Before You "Inc"
Lentz, Cantor & Massey, Ltd.
Whether you are just starting out on your own, purchasing a new property for development or an existing business.
SEC Requires Electronic Filing of Form 13-G
Cooley Godward Kronish LLP
This alert discusses the SEC regulations that require that venture funds and others who purchase privately-issued securities of a publicly-trade company must file a Schedule 13-G with the SEC if the fund and related persons hold in excess of 5% of the outstanding shares following an initial public offering (IPO) of the company.
Hotel REITs Require Special Consideration and Structuring
M. Guy Maisnik of Paul, Hastings, Janofsky & Walker LLP
Since the first hotel REIT was offered to the public in 1993, a significant number of hotel owners have formed public hotel REITs. Given the currently attractive hotel market, and general success of hotel REITs with investors, hotel companies are looking to Wall Street for additional capital with greater frequency and it is very likely that significant numbers of new hotel REITs will be formed in the near future.
Arizona Supreme Court Ruling Sends Warning to Business Owners
Rob Charles of Lewis and Roca LLP
Think a debt is uncollectible if the company goes out of business? Guess again. A recent ruling by the Arizona Court of Appeals makes it easier for creditors to collect past business debts from the owners of dissolved businesses.
Delaware: The Jurisdiction of Choice in Securitisation
Scott E. Waxman,Nicholas I. Froio,Eric N. Feldman and Ross Antonacci of Potter Anderson & Corroon LLP
Delaware continues to be on the cutting edge in offering the securitisation community a comprehensive legal framework through which to conduct transactions. That framework includes recent legislation providing some certainty on the issue of what constitutes a "true sale" as well as the constantly evolving alternative entity statutes.
Massachusetts Business Organizations: Choosing Your Business Structure
Mark A. Goldstein of Law Office of Mark A. Goldstein
From a single musician with his own record label to a multinational conglomerate with thousands of employees, all businesses must choose an organizational structure whose complexity and form meet the company's needs. Choosing the appropriate structure for you requires a thorough analysis of your business.
Types of Corporations
Cutchin Law Firm
It seems everyone knows there are two kinds of corporations: S-Corps and C-Corps.
Claim for Aiding and Abetting Breach of Fiduciary Duty Does Not Depend on Origin of Duty
Cadwalader, Wickersham & Taft LLP
The Delaware Chancery Court recently held that a legal claim exists for aiding and abetting a breach of a contractu.
Firm Ownership and Succession for Design Professionals
Malcolm B. Jacobson of Powell, Trachtman, Logan, Carrle & Lombardo P.C.
Proper structuring of the Design Professional's operating business entity can streamline management, provide fo.
Interpretation of Limited Partnership and Limited Liability Company Agreements Under Delaware Law
Martin I Lubaroff of Richards, Layton & Finger, P.A.
Delaware courts will apply general rules of contract interpretation when interpreting a limited partnership agreement.
Memorandum on Limited Liability Companies
Coudert Brothers LLP
Forty-six states and the District of Columbia recently have adopted statutes that recognize a new type of business.
Delaware Amends Renowned Business Statutes
Scott E. Waxman,Nicholas I. Froio,Eric N. Feldman,Ross Antonacci and John D. Wallen of Potter Anderson & Corroon LLP
In the Summer of 2004, Delaware's Governor Minner signed into law bills amending the renowned Delaware Revised Uniform Partnership Act, Delaware Revised Uniform Limited Partnership Act, Delaware Limited Liability Company Act, and Delaware Statutory Trust Act. A number of these amendments are technical in nature, while others represent a continuing effort by the State of Delaware to create a progressive environment for business organizations. This article will touch upon some of the more significant amendments to DRUPA, DRULPA, DLLCA and DSTA.
Limited Liability Corporation Act Amendments
Kaufman, Payton & Chapa
Michigan's Limited Liability Company Act as amended in 1997 provides substantive changes which bring the Act in lin.
FLP Planners Find a Present Under their Tree
Levun, Goodman & Cohen, LLP
Apparently the IRS did not vacation this year-end, judging by the volume of pronouncements it has issued during and.
UPREIT Transactions: Understanding the Benefits and Features
Lee A. Chilcote and Glenn Morrical of Arter & Hadden LLP
This article summarizes the benefits and features of an umbrella partnership real estate investment trusts ("UPREITs").
What Are The Important Legal Aspects Of Starting A Business?
Mansfield, Tanick and Cohen, P.A.
The first thing a start-up business owner should do is develop a strategic business plan. That plan acts as a blue.
HUD 2530 Committee Developments
Nixon Peabody LLP
In light of the interest in an earlier 2530 working group meeting, we are reprinting here our written comments. Discussions will likely yield operational changes sometime after the proposed rules go into effect.
Rethinking the Use of LLCs
Dana Proud Newman and Arsineh Voskanian of Pillsbury Winthrop Shaw Pittman LLP
In 1994, when California adopted the Beverly-Killea Limited Liability Company Act, organizing limited liability companies in California became a reality. Limited liability companies ("LLCs") gained immediate acceptance since they combined the flow-through tax treatment of partnerships with the limited liability of corporations. As a result, LLCs rapidly became the entity of choice for many real estate acquisitions in California. The use of LLCs increased when California authorized the use of single-member LLCs. In some situations, however, LLCs are not the most beneficial form of entity. The choice of LLCs instead of limited partnerships may come at a price as LLCs and limited partnerships are not subject to the same fees in California.
The Family Limited Partnership
Peter J. Parhiala Law Firm
Many legal experts call the family limited partnership the most effective took for lawsuit and asset protection.
Use Of Delaware Corporate Law Authorities In Connection With The Resolution Of Issues Relating To Delaware Alternative Entities, Including Limited Partnerships, Limited Liability Companies and Busines
Martin I Lubaroff of Richards, Layton & Finger, P.A.
An "alternative entity," be it a general partnership, limited partnership, limited liability partnership, limited liability limited partnership, limited liability company or statutory business trust, is a form of business entity distinctly different from a corporation, which frequently has very different purposes.
How To Select The Correct Form Of Doing Business How To Select The Correct Form Of Doing Business
Law Office of John Du
So you decide to start your own business. One of the first questions you should ask yourself is: What form of busi.
Estates & Trusts Are You Really Protected?
Gideon Rothschild of Moses & Singer LLP
John D. Pocket was a successful real estate developer in New Jersey. He had accumulated a sizable portfolio of real.
The Rights of Limited Partners and Members to Obtain Information Concerning Delaware Limited Partnerships and Delaware Limited Liability Companies
Martin I Lubaroff of Richards, Layton & Finger, P.A.
Under ç17-305 of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C.ç17-101, et seq. (the "Act"), a limited partner of a Delaware limited partnership has a statutory right to obtain information concerning the limited partnership.
Top Ten Tips for Successfully starting and operating Your Own Business
Earl H. Cohen of Mansfield, Tanick and Cohen, P.A.
You have always dreamed of owning and operating your own business and now the right business opport.
The Power of Family Limited Partnerships
Law Offices of Richard A. Kroll
Wealth PreservationÃÂThe Internal Revenue Service now allows assets to be evaluated at a discount when owned by a .
Comparison of Various forms of doing business
Oren D. Saltzman of Saltzman & Jablon, LLC
FORM OF CREATION Sole Proprietorship: No written Agreement needed owner ind.
Limited Liability Companies: The Inside Story
Gregory J. Morris of Gregory J. Morris
Family Partnerships have long been known as a safe harbor for shifting income and allocating wealth among family me.
Selected Affordable Housing Lending Issues
Carolyn M. Huestis of Pillsbury Winthrop Shaw Pittman LLP
General Overview Financing Sources Soft Loans. There are a number of federal, state and local government p.
Equity Investment During Construction of Affordable Housing Projects
Dana Proud Newman of Pillsbury Winthrop Shaw Pittman LLP
Introduction. Until a few years ago, it was common for the investor in an affordable housing project, i.e. the.
The Small Business Investment Company Program
Paul, Hastings, Janofsky & Walker LLP
The Questions Why, since 1994, have more than 150 investment firms (venture capitalists, merchant banks, inves.
New Legal Form of Business Offers Many Advantages
Moertl, Wilkins & Campbell, S.C.
IF YOU'RE STARTING a business, or buying one, or perhaps expanding one, then you'll want to consider .
Estate Planning: What is it?
Law Office of Ray R. Goldie
Preliminary Overview of Estate Planning The goal of the estate planning attorney is to consider and to minimize .
Corporations, Limited Liability and Partnerships in Virginia
Nicole B. Conte of Woods Rogers PLC
Internet Securities Offering. Offerings of unregistered securities may now be made in Virginia on the Internet.
GIFTING ASSETS: Reducing Your Estate Tax Burden
Levun, Goodman & Cohen, LLP
Many people plan to minimize estate taxes through properly drawn estate planning documents. However, estate tax savings can often be substantially increased by lifetime transfers of assets. Let's examine two available techniques.
Basics of Unrelated Business Income Tax: Use of Pass-through and Other Entities by Pension Funds
Howard B. Jacobson of Akin Gump Strauss Hauer & Feld LLP
This article discusses the various tax ramifications that occur when pension funds invests in multiple and varying business organizations.