Best Strategies in Effectively Forming A Limited Liability Company (LLC) & Choosing an Entity
The Limited Liability Company (LLC) has become one of the most popular corporate entities since its introduction by the Internal Revenue Service. With the great adoption of LLC, there has been an un-precedented demand for attorneys proficient in the formation and operation of LLC's and choice of entity.
Understanding these legal issues is important for a wide range of attorneys and other professionals who must protect corporate assets from plaintiffs and creditors, address flow through taxation issues, or enforce judgments and collect debts.
This program will also be of interest to those practicing compliance, securities as well as taxation. The panel of speakers will help listeners understand the legal, taxation, and other issues in creating an LLC and choosing business entities, avoiding common tax pitfalls, determining valuation, and other important issues.
- Why Use LLC?
- LLC Formation
- Choice of Entity
- Taxation and Legal Issues
- Operating Agreements
- Effects of Tax Changes on Corporate Formations
- Advantages & Disadvantages of Corporate Forms
- Recent Regulatory Developments
- Regulatory Compliance and Litigation Risks
- Best Practices
Event Moderator: Jeffrey R. Matsen, Partner, Matsen Voorhees Mintz LLP
D. Keith B. Dunnagan, Managing Attorney, BPE Law
Jonathan Mintz, Partner, Matsen Voorhees Mintz LLP
- Introduction (Jeffrey R. Matsen)
- Presentation of topic and introductory remarks
- Proper Selection of Business Entity
- What is an LLC
- How to organize an LLC
- Income tax treatment
- Single Member LLCs
- Mistakes to avoid
- Drafting the Operating Agreement (D. Keith B. Dunnagan)
- Preliminary Remarks
- Conflict Waivers in multi-member LLC’s
- RULLCA and Case Law Update on Beverly-Killea vs. RULLCA
- Flexibility in Drafting Agreements and Legal Presumption of freedom of contract
- Selecting and drafting the Operating Agreement and Differences
- Oral Agreements
- Single-Member Op Agmt
- Multi-Member Short-Form
- Management election for LLC
- Multi-Member Long-Form/Complex Agreements
- Accounting and Substantial Economic Effect
- Drafting for Exit Strategies
- Additional Drafting Considerations
- Transfer Restrictions
- Membership Agreements
- Member First Rights of Refusal and common Triggering Events
- Marital Dissolution
- Bankruptcy or Creditor Actions
- Preliminary Remarks
- Use of LLCs (Jonathan Mintz)
- Asset Protection
- Inside and outside liability
- Charging order
- Modular structure
- Estate Planning
- Use with Trusts
- Management Flexibility
- Real Estate
- Other assets
- Asset Protection
Who Should Attend:
- Business Managers
- Financial Managers
- Corporate Lawyers
- Business Lawyers
- Taxation Lawyers
- Finance Lawyers
Jeffrey R. Matsen is the founder and managing partner of Matsen Voorhees Mintz LLP. His practice encompasses business formation and transactional matters, estate planning, asset protection, probate, tax and real estate. Mr. Matsen has been designated on the nation’s Top 100 Attorneys by Worth Magazine and one of Southern California’s Super lawyers by Los Angeles Magazine. He has the highest rating (AV) by Martindale Hubbell and also (10 Superb) by AVVO. Mr. Matsen has been an adjunct professor at Western State University College of Law, Golden Gate University and Chapman University School of Law. He has also lectured to various professional groups on areas related to his practice, including limited companies, business entity formation and selection, asset protection techniques, and other relevant topics. He authored the American Bar Association Publication, The ABA Consumer Guide to Asset Protection. Mr. Matsen is a member of the American Bar Association (Real Property and Trust Section), WealthCounsel, and the Society of Trust and Estate Practitioners (“STEP”). He is a faculty member and fellow of the Center for International Legal Studies in Salzburg, Austria. Mr. Matsen earned his B.A. degree, cum laude, from Brigham Young University, and his J.D. degree, with honors, from the University of California at Los Angeles.
Jeffrey R. Matsen is the founder and managing partner of Matsen Voorhees Mintz LLP. His practice encompasses business formation and …
Jonathan A. Mintz is a Partner in the law firm of Matsen Voorhees Mintz LLP in Costa Mesa, California, a boutique national planning firm focusing on estate planning, asset protection, business planning, and income tax planning for both US citizens/residents and non-US citizens/residents. Jonathan frequently develops integrated asset protection, estate, business, charitable and income tax planning solutions that offer increased protection, peace of mind, and significant tax savings to families and business owners throughout the world.
An Adjunct Faculty at Chapman University Fowler School of Law (a “Top School” according to the 2015 U.S. News and World Report rankings), Jonathan teaches Estate Planning to law and masters in taxation students. He is also Chairman of the Orange County Branch of the Society of Trusts and Estates Practitioners (STEP), where he oversees the branch’s operations, including an Annual Institute in collaboration with UCLA School of Law in Newport Beach.
Previously, Jonathan served as Chief Operating Officer for WealthCounsel, LLC, where he oversaw operations of the nation’s premier support organization for thousands of estate and business planning attorneys nationwide. He was also instrumental in the creation of The Advisors Forum, a national interdisciplinary membership organization that helps all disciplines of wealth planning professionals work together more productively for the benefit of their clients.
Jonathan has served on the editorial board for several treatises, and he has either authored or co-authored articles appearing in the wealth planning industry’s most prestigious publications, including Estate Planning Journal, the AICPA’s The Tax Adviser, and the Journal of Financial Service Professionals, among others. In his 25+ years of practice, Jonathan has taught thousands of professionals, including lawyers, CPAs, and financial advisers, and he is a sought-after national speaker on all areas of sophisticated wealth planning.
He is married to Valerie Peterson (a nationally known elder law and veteran’s benefits attorney and CEO of ElderCounsel, LLC), and he has two wonderful daughters.
Jonathan A. Mintz is a Partner in the law firm of Matsen Voorhees Mintz LLP in Costa Mesa, California, a …
Keith is the Managing Attorney at BPE and is responsible for the day to day management of the firm. Keith’s clients largely consist of investors, developers, businesses and professional services providers with business interests in California and Washington including commercial and residential real estate, financing, and corporate entities. As the managing transactional attorney for BPE, his practice focuses on the routine business transactions of his clients involving business formations, corporate governance, financing, and real estate transactions. The key to Keith’s success is his understanding of available financing models and business structures available to his clients.
Keith is the Managing Attorney at BPE and is responsible for the day to day management of the firm. Keith’s …
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Method of Presentation:
NASBA Field of Study:
Business Management & Organization - Non-Technical
NY Category of CLE Credit:
Law Practice Management
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About Matsen Voorhees Mintz LLP
Matsen Voorhees Mintz LLP provides legal services in the areas of sophisticated asset protection, estate, business, and income tax planning to affluent individuals and families, prestigious institutions and successful business owners. Together Jeff Matsen, Tim Voorhees and Jonathan Mintz have over 100 years’ experience, and they have the technical experience, resources and strategic professional alliances to handle nor only local cases, but sophisticated national and international matters as well.
About BPE Law Group, P.C.
From BPE Law's inception, it has been their goal to provide services to private individuals, real estate professionals and business owners. Their expertise in the areas of business law, estate law and real estate law have made them the law firm of choice for residents and business leaders in the greater Sacramento area. In addition to handling a wide variety of everyday legal issues, they also handle complex litigation and multi-party litigation. Whether you need a business attorney to assist you with business formation such as corporations and LLC’s, employee relations or creating and reviewing contracts, they can bring years of skilled experience to enable you to achieve your goals. As BPE Law has grown, they’ve focused on developing the business law know-how needed to help business leaders establish their business structures and maintain compliance.