New York Limited Liability Companies and Partnerships: A Guide to Law and Practice (Vol. 1, New York Practice Series)

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New York Limited Liability Companies and Partnerships: A Guide to Law and Practice includes practical analysis and sound advice on the organizational options for the setup, dissolution, and takeover of LLCs and LLPs in New York. A valuable research tool to use when forming flexible organizations that can adapt well to current and future legal, financial, and business matters, this title explains how to handle day-to-day issues, including:

Operations
Taxes
Finance
Mergers, consolidations, and conversions under New York law

Practice aids include a chart summarizing differences in entities, a checklist of issues to discuss with clients, the full text of relevant statutes and IRS guidelines, a 65-page model operating agreement, FTC premerger notification reporting and waiting period requirements, and more than 150 forms.

Summary of contents

Chapter
1. New York Limited Liability Companies and Partnerships: A Summary
2. Tax Classification of a Limited Liability Company
3. Choice of Entity
4. Tax Considerations in Choice of Entity
5. Formation of a New York Limited Liability Company
6. Management
7. Members and Membership
8. Dissolution
9. Special Tax Issues
10. Foreign Limited Liability Companies
11. Mergers, Consolidations and Conversions under the New York Limited Liability Company Law
12. Professional Service Limited Liability Companies
13. Membership Interests as Securities
14. Limited Liability Partnerships
15. Estate Planning Considerations Involved in the Use of Limited Liability Companies
16. Lending to a Limited Liability Company
17. Application of the Bankruptcy Laws to Limited Liability Companies
Appendix
1. Chart Comparing New York Organizational Entities
2. Form of Articles of Organization
3. List of Issues to Discuss with Clients before Drafting an Operating Agreement
4. Form of Operating Agreement
5. Simple Form of Limited Liability Partnership Agreement
6. Forms for Use in Estate Planning
7. Forms Prepared by New York Department of State
8. List of Filing Fees
9. New York Limited Liability Company Law and Related Amendments to Other New York Laws
10. Amendments to New York Partnership Law Relating to Registered Limited Liability Partnerships
11. Internal Revenue Service Rulings, Regulations and Guidelines
12. Comparison of Default and Other Provisions-New York and Delaware
13. Federal Trade Commission-Premerger Notification: Reporting and Waiting Period Requirements