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A Practical Guide to Massachusetts Limited Liability Companies

Best Practices, Expert Advice

1970280B00
9/6/2018
712 pages in 1 volume (printed book)
3rd Edition 2014, with 2016 & 2018 Supplements
© 2018 MCLE, Inc.
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Product Description

A Practical Guide to Massachusetts Limited Liability Companies covers the full spectrum of issues surrounding LLCs. Beginning with tax classification and choice of entity issues, it offers advice on the advantages and disadvantages of LLC status; a view from the Secretary of the Commonwealth's office; how to draft an LLC operating agreement; the rights and duties of members and managers; issues concerning the conversion, merger, or dissolution of a limited liability entity; and more. Written by some of the most respected business lawyers in the Commonwealth, MCLE's A Practical Guide to Massachusetts Limited Liability Companies is the definitive source for practical advice on LLCs in Massachusetts.

Recent updates:

  • Update: August 2018

    Dear Subscriber:

    Thank you for updating your library with the 2018 supplement to A Practical Guide to Massachusetts Limited Liability Companies. This latest product brings updated resources within your immediate reach—for fast, accurate, and practical answers to your questions.

    Highlights from the 2018 supplement include

    • the U.S. Department of the Treasury's reconsideration and delay, until January 1, 2019, of regulations under I.R.C. § 385 recharacterizing certain dividends as interest payments;
    • an added reference to a Treasury regulation regarding the requirements for S corporation elections;
    • additional tax-related advantages and disadvantages arising from LLC status, in particular regarding eligibility for deductions of "qualified business income";
    • revisions to practice guidance and sample forms accounting for amendments to I.R.C. ch. 63, subch. C by the Bipartisan Budget Act of 2015 (regarding procedural rules for partnership audits and administrative and judicial proceedings), including
      • the role of the "partnership representative";
      • potential distortions in the allocation of the tax burdens imposed on LLC members; and
      • detailed changes to sample LLC forms defining the scope of the partnership representative's authority and specifying mechanisms for addressing any "imputed underpayment" under I.R.C. § 6225; and
    • further guidance under state and federal law relating to choice of entity and transfers of LLC interests.

    We trust you will find this latest version of A Practical Guide to Massachusetts Limited Liability Companies an invaluable resource for your busy practice.

    Very truly yours,

    John M. Lawlor, Esq., MCLE Publications Attorney

  • Update: June 2016

    Dear Subscriber:

    Thank you for updating your library with the 2016 supplement to A Practical Guide to Massachusetts Limited Liability Companies. This latest product brings updated resources within your immediate reach—for fast, accurate, and practical answers to your questions.

    Highlights from developments since the most recent update in 2014 include

    • proposed regulations from the U.S. Department of the Treasury that would recharacterize as dividends interest payments made by a domestic corporation (including a domestic reverse hybrid) to a related-party lender that is treated as a corporation for federal income tax purposes and owns more than a threshold amount of the equity in the related corporation making the payment;
    • a recent change in the practice of the Corporations Division of the Office of the Secretary of the Commonwealth, which is no longer accepting a federal employer identification number (FEIN) for the organization or registration of any new LLC;
    • drafting guidance with respect to provisions on the dissolution of LLCs, and in particular the identification of events that will trigger dissolution;
    • a newly added article in the appendix detailing the considerations to be taken into account in choosing among LLCs and other types of business organizations, such as limitation of liability, management and control, transferability of interests, and sources of operating capital;
    • an updated chart comparing in detail the LLC laws of Delaware and Massachusetts; and
    • an updated chart comparing different forms of business entity on the basis of taxation, ownership structure, and other relevant characteristics.

    We trust you will find this latest version of A Practical Guide to Massachusetts Limited Liability Companies an invaluable resource for your busy practice.

    Very truly yours,

    John M. Lawlor, Esq., MCLE Publications Attorney

  • Update: February 2014

    Dear Subscriber:

    Thank you for updating your library with the third edition of A Practical Guide to Massachusetts Limited Liability Companies. This latest edition brings updated resources within your immediate reach—for fast, accurate, and practical answers to your questions.

    This new edition reflects more than seven years of accumulated experience in LLC practice since publication of the book's second edition in 2006. Highlights from developments since the most recent update in 2011 include the following:

    • adjustments with respect to states that do not follow the federal check-the-box rules to determine an LLC's tax status, and in particular the fact that in such states the "corporate characteristics" test is of little or no continuing importance;
    • newly added "tax distribution" provisions (used to ensure that, where possible, each member receives an amount sufficient for the income tax liability associated with the taxable income allocated from the LLC) and new guidance on a number of LLC drafting issues, including the allocation of gain and loss, adjustments of capital accounts, and the role of the LLC's "tax matters partner";
    • clarifications of requirements for filing with the Office of the Secretary of the Commonwealth;
    • updated case law and regulations applicable to limited liability entities for professionals;
    • an updated chart comparing in detail the LLC laws of Delaware and Massachusetts; and
    • an updated chart comparing different forms of business entity on the basis of taxation, ownership structure, and other relevant characteristics.

    We trust you will find this latest version of A Practical Guide to Massachusetts Limited Liability Companies an invaluable resource for your busy practice.

    Very truly yours,

    John M. Lawlor, Esq., MCLE Publications Attorney

Table of Contents

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Chapter 1 - Introduction (Buy Chapter)
Chapter 2 - Classification of the LLC Under Tax Law (Buy Chapter)
Chapter 3 - Choice of Entity (Buy Chapter)
Chapter 4 - Forming a Limited Liability Company and Drafting the Operating Agreement (Buy Chapter)
Chapter 5 - Operating the LLC (Buy Chapter)
Chapter 6 - Buy-Sell Agreements and Other Transfers of Interests in Limited Liability Companies (Buy Chapter)
Chapter 7 - Entity Transfer Actions: Conversions of Existing Entities and Mergers; Dissolutions (Buy Chapter)
Chapter 8 - Interstate Business by LLCs (Buy Chapter)
Chapter 9 - Creative Uses of Limited Liability Companies (Buy Chapter)
Chapter 10 - The View from the Secretary of the Commonwealth’s Office (Buy Chapter)
Chapter 11 - Limited Liability Entities for Professionals (Buy Chapter)
Appendix - Appendix: Limited Liability Entities (Buy Chapter)

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