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A Practical Guide to Massachusetts Limited Liability Companies

Best Practices, Expert Advice

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  • Product Number: 1970280B00
  • Publication Date: 9/6/2018
  • Edition: 3rd Edition 2014, with 2016 & 2018 Supplements
  • Copyright: © 2018 MCLE, Inc.
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  • Product Description
  • Table of Contents
  • Editors & Authors
  • Product Description

    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

    Table of Contents

    expand all
    Chapter 2 expand
    Chapter 4 expand

    Forming a Limited Liability Company and Drafting the Operating Agreement

    Buy Chapter

    Exhibit 4A

    - Partnership Example LLC Buy Form

    Exhibit 4B

    - Corporate Model LLC Buy Form

    Exhibit 4C

    - Shortform Associates LLC5 Buy Form

    Exhibit 4D

    - Shell LLC3 Buy Form

    Exhibit 4E

    - Default Provisions in the Massachusetts Limited Liability Company Act (G.L. c. 156C) Buy Form

    Exhibit 4F

    - Mandatory Provisions in the Massachusetts Limited Liability Company Act (G.L. c. 156C) Buy Form

    Exhibit 4G

    - Provisions in the Massachusetts Limited Liability Company Act (G.L. c. 156C) Requiring a Writing Buy Form
    Chapter 5 expand

    Operating the LLC

    Buy Chapter
    Philip S. Lotane, Esq., Venture Advisors Legal LLC

    Exhibit 5A

    - Form of Agreement to Transfer LLC Membership Interest Buy Form

    Exhibit 5B

    - Checklist Summarizing the Rights and Duties of Assignors and Assignees of LLC Interests Buy Form
    Chapter 6 expand

    Buy-Sell Agreements and Other Transfers of Interests in Limited Liability Companies

    Buy Chapter

    Exhibit 6A

    - Transfer of LLC Interests: Summary of Tax Consequences Buy Form

    Exhibit 6B

    - Sample Operating Agreement 1: Mandatory Liquidation Clause Favoring Continuing Members Buy Form

    Exhibit 6C

    - Sample Operating Agreement 2: Mandatory Liquidation Clause Favoring Withdrawing Member Buy Form

    Exhibit 6D

    - Sample Operating Agreement 3: Mandatory Liquidation Clause Bifurcating Tax Treatment Buy Form

    Exhibit 6E

    - Sample Operating Agreement 4: Right of First Refusal with Tax Classification Buy Form

    Exhibit 6F

    - Payments in Liquidation of a Member’s LLC Interest—Ordinary or Capital Buy Form
    Chapter 7 expand

    Entity Transfer Actions: Conversions of Existing Entities and Mergers; Dissolutions

    Buy Chapter
    Chapter 8 expand

    Interstate Business by LLCs

    Buy Chapter
    Laurie T. Flynn, Esq., Office of the Secretary of State, Corporations Division
    Marissa N. Soto-Ortiz, Esq., Corporations Division, Office of the Secretary of the Commonwealth
    Chapter 9 expand

    Creative Uses of Limited Liability Companies

    Buy Chapter
    Chapter 10 expand

    The View from the Secretary of the Commonwealth’s Office

    Buy Chapter
    Laurie T. Flynn, Esq., Office of the Secretary of State, Corporations Division
    Marissa N. Soto-Ortiz, Esq., Corporations Division, Office of the Secretary of the Commonwealth

    Exhibit 10A

    - Checklist of Items to Be Included in a Certificate of Organization for a Domestic LLC Buy Form

    Exhibit 10B

    - Checklist of Items to Be Included in an LLC Certificate of Merger or Consolidation Buy Form

    Exhibit 10C

    - Checklist of Practical Tips for Handling the Formation of an LLC Buy Form
    Chapter 11 expand

    Limited Liability Entities for Professionals

    Buy Chapter
    Appendix

    Appendix: Limited Liability Entities

    Buy Chapter

    Appendix A

    - Comparison of Delaware and Massachusetts Limited Liability Company Statutes Buy Form

    Appendix B

    - Choice of Business Entity Buy Form

    Appendix C

    - Chart Summarizing Choice of Entity Factors Buy Form

    Appendix D

    - Limited Liability Entities Buy Form

    Appendix E

    - LLCs That Look and Feel Like Corporations: When and How Buy Form
  • Editors & Authors