Table of Contents

       Title Page

       Preface

       PART I - Sources of Authority

       CHAPTER 1 - LLCs and Limited Liability Company Acts

       SIMPLICITY AND FLEXIBILITY

       POTENTIAL DISADVANTAGES OF THE LIMITED LIABILITY COMPANY

       IS AN LLC A TYPE OF CORPORATION?

       HOW LLCS ARE FORMED

       HOW LLCS ARE GOVERNED

       PROFESSIONAL LIMITED LIABILITY COMPANIES

       LLCS VS. S CORPORATIONS

       LIMITED LIABILITY COMPANY ACTS

       FILING MECHANICS

       ARTICLES OF ORGANIZATION AND THE OPERATING AGREEMENT

       PURPOSES AND POWERS

       LIMITED LIABILITY COMPANY NAMES

       MEMBERSHIP INTEREST: THE LLC EQUIVALENT OF CORPORATE STOCK

       FUNDAMENTAL CHANGES

       DISSENTERS’ RIGHTS/MEMBERS’ APPRAISAL RIGHTS

       LLC RECORDS

       FOREIGN LLCS

       WHERE DO YOU ORGANIZE?

       WHY ARE YOU REQUIRED TO FILE DOCUMENTS?

       FINAL THOUGHTS ON LIMITED LIABILITY COMPANY ACTS

       CHAPTER 2 - Articles of Organization

       WHAT INFORMATION SHOULD YOU INCLUDE IN YOUR ARTICLES?

       HOW DO YOU AMEND YOUR ARTICLES?

       SHOULD YOU ORGANIZE BY YOURSELF OR HIRE AN ATTORNEY?

       FINAL THOUGHTS ON ARTICLES OF ORGANIZATION

       CHAPTER 3 - The Limited Liability Company Operating Agreement

       HOW IS AN OPERATING AGREEMENT MADE EFFECTIVE?

       HOW DO YOU AMEND YOUR LLC’S OPERATING AGREEMENT?

       FINAL THOUGHTS ON OPERATING AGREEMENTS

       CHAPTER 4 - Taxes and General Information for All Businesses

       LOCAL TAXES, LOCAL LICENSES

       PARTNERSHIP TAXATION

       LLC TAXES: WHAT TO FILE AND HOW TO FILE AT YEAR-END

       LLC TAXES: EMPLOYMENT AND PAYROLL TAXES

       THREE LANGUAGES FOR THREE TYPES OF BUSINESS ENTITIES

       PART II - The Limited Liability Company Players

       CHAPTER 5 - Promoters, Managers, Officers, and Agents

       PROMOTERS

       ORGANIZERS

       MANAGERS, BOARD OF MANAGERS, AND COMMITTEE OF MANAGERS

       DUTIES OF DUE CARE AND LOYALTY

       STATUTORY SOURCES OF LIABILITY FOR MANAGERS

       ADVISORY BOARDS

       OFFICERS

       INDEMNIFICATION AND INSURANCE FOR MANAGERS AND OFFICERS

       MEMBERS

       PRINCIPLES OF AGENCY LAW

       FINAL THOUGHTS ON THE PLAYERS

       PART III - The Limited Liability Company Players

       CHAPTER 6 - LLC Ownership and LLC Stock

       EQUITY, OWNERSHIP, STOCK, AND SECURITIES LAWS

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