Drafting Delaware LLC Agreements: Forms and Practice Manual
provides a comprehensive and sophisticated analysis of the Delaware Limited
Liability Company Act from an entity formation viewpoint and sets forth
extensive practical guidelines for lawyers planning, negotiating and drafting
Delaware LLC agreements. Among other features:
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The book exhaustively identifies the definitional, mandatory, default and
permissive provisions critical in forming Delaware LLCs, and it
addresses in detail the more important of these provisions.
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It contains detailed criteria and practical examples for use in choosing among
Delaware LLCs and other types of Delaware entities, including
limited partnerships and corporations, in business entity formations
(“non-tax choice of entity”).
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To the authors’ knowledge, it provides the most complete analysis of the
series LLC provisions of the Delaware Act currently available in
LLC literature.
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It provides in digital form model LLC agreements that address all of
the various ownership structures, management structures and tax structures
that Delaware LLC formation clients may need—a total of nine agreements
for single-member LLCs and 33 for multi-member LLCs.
Finally, the book contains plain-English explanations for lawyers who are not
tax specialists concerning all principal federal and state tax issues likely
to be important to Delaware entity formation clients.
A CD containing customizable agreements, for ease of use, along with the full
text of the Delaware Limited Liability Company Act is included with
your purchase!
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The co-authors of the book and E-Newsletter are John M. Cunningham, the author
of Drafting Limited Liability Company Operating Agreements
(Aspen Publishers), the leading generic (i.e., non-state specific) LLC
form book and practice manual; and Vernon R. Proctor, a partner and co-founder
of Proctor Heyman LLP, a Wilmington, Delaware business litigation law firm.
Mr. Proctor is a member of the Delaware State Bar Association committee that
annually updates the Delaware LLC Act and the other Delaware
“alternative entity” statutes.
PART I
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Introduction
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The Entity Formation Process—Overview
PART II—THE DELAWARE LIMITED LIABILITY COMPANY ACT FROM AN LLC FORMATION
VIEWPOINT
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Introduction to the Delaware Limited Liability Company Act; Choosing
Between the Delaware Act and Other LLC Acts
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Delaware LLCs—The Ten Chief Statutory Characteristics
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Non-Tax Choice of Entity —Choosing the Right Business Organization Form for a
Business Entity under Delaware Business Organization Law
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Key Provisions of the Delaware Limited Liability Company Act
Relevant to LLC Formations; Key Statutory Gaps
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Forming Delaware Series LLCs
PART III—USING MODEL LIMITED LIABILITY COMPANY AGREEMENTS IN DELAWARE LLC
FORMATIONS
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Choosing the Right Model LLC Agreement for a Delaware LLC
—Introduction
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Evaluating Delaware LLC Agreements
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Evaluating Individual Delaware Model LLC Agreements
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Evaluating Sets of Delaware Model LLC Agreements
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The Model Limited Liability Company Agreements in This
Book—Miscellaneous Comments
PART IV - MISCELLANEOUS ISSUES IN DELAWARE LLC FORMATIONS ;
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Using Planning Memos in Delaware LLC Formations
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Statutory Conversions of Delaware Corporations to Delaware Limited
Liability Companies Under the Delaware General Corporation Law and the
Delaware Limited Liability Company Act
PART V—LLC TAXATION
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Handling Tax Issues in LLC Formations—Introduction
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Applying the Check-The-Box Regulations in LLC Formations
—Introduction for Non-Specialists
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“Tax Choice of Entity”—Choosing the Best Federal Income Tax Regimen for an
LLC for Federal Income Tax Purposes
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Choosing the Best Federal Income Tax Regimen for an LLC for Social
Security Tax Purposes
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Drafting Federal Income Tax Provisions for LLCs Taxable as
Partnerships—Introduction for Non-Specialists
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Drafting Federal Income Tax Provisions for LLCs Taxable as S
Corporations—Introduction for Non-Specialists
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Drafting Provisions in LLC Agreements under Internal Revenue Code
Subchapters K and S to Protect Members from Social Security Taxes
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Handling State and Multistate Tax Issues in LLC Formations
—Introduction for Non-Specialists
FORMS
Automatic Supplementation
