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Advanced LLC Legal Strategies

presented by NBI, Inc.
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Advanced LLC Legal Strategies

Workshop Description/Agenda

Take Your Practice to the Next Level

The legal issues and tax implications surrounding LLCs are anything but simple, and recent tax reforms have added additional layers of complexity. Are you equipped with the sophisticated strategies you need to help your clients protect their assets and avoid disaster? Our experienced faculty will walk you through the most vexing issues you are likely to face in your practice, offering you advanced tactics to meet each challenge head-on. Handle complex LLC issues with confidence - register today!

  • Highlight new taxation strategies post-TCJA.
  • Explore the benefits and potential pitfalls of converting from one entity to another.
  • Discover advanced tactics for handling allocations and distributions.
  • Gain insight into when to include tax provisions in the operating agreement - and when not to.
  • Learn how to properly address complex member exit issues.
  • Minimize negative tax consequences when valuing and transferring assets into the LLC.


10:00 AM to 5:00 PM Eastern Standard Time

  1. LLC Taxation Strategies Post-Tax Reform
    10:00 - 11:15, T. James Lee
    1. The Tax Cuts and Jobs Act and LLCs: A Brief Refresher
    2. Flow-Through Entity vs. C-Corp: Pros and Cons
    3. Using Section 199A Deductions Advantageously
    4. Distribution Tax-Saving Tactics
    5. Taking State Corporate Tax Rates Into Account
    6. Forms and Filing Requirements
    7. Advanced Asset Protection Strategies
  2. Entity Conversion: Addressing Advanced Issues
    11:30 - 12:45, T. James Lee
    1. Switching Vs. Retaining Current Status
    2. LLC to C-Corp: Future Dividends, Etc.
    3. Rate Reduction Qualification
    4. Business Growth and Future Earning Potential
    5. Business Sales and Step-Up Basis
    6. Unforeseen Entity Conversion Tax Issues
  3. Allocation and Distribution Tactics, With a Focus on Special Allocations
    1:15 - 2:30, Neal B. Jannol
    1. How to Explain Allocation and Distribution Laws/Regulations to Your Clients
    2. Structuring Provisions for Different Types of Allocations and Distributions
    3. When/When Not to Include Tax Provisions in the Operating Agreement - Special Allocations, Capital Accounts, etc.
    4. IRS-Proofing Your Special Allocations and Other Tax Provisions
      1. Special Substantial Economic Effect - Economic Effects, Substantiality Test
      2. The Qualified Income Offset Provision
      3. Allocation of Member Nonrecourse and Nonrecourse Deductions Provisions
      4. Company Minimum Gain and Member Minimum Gain Chargeback Provisions
      5. Section 707(c) Guaranteed Payments
      6. Targeted Capital Accounts
    5. Computation of Inside/Outside Basis in the Partnership/LLC
  4. Advanced Strategies for the Sale and Transfer (Voluntary and Involuntary) of Membership Interests
    2:30 - 3:45, Daniel S. Welytok
    1. How to Properly Handle the Retirement of a Member Within an Operating Agreement
    2. Most Effective Operating Agreement Provisions for Death, Incapacity, Incompetency
    3. When the Operating Agreement Doesn't Cover Death or Incompetency of a Member
    4. Valuation of Membership Interests Upon Different Events of Forfeiture or Transfer
    5. Transferring Property into the LLC
      1. When/When Not to Retitle Property into the Name of the LLC
      2. Property Valuation, Transfer Pricing Taxation
    6. Withdrawal/Transfer of Member Interests: Restrictions and Complex Situations
    7. Implications of Hot Assets on the Sale of Partnership Interests
    8. Dividing Assets During Dissolution: Real-World Case Study of Advanced Issues
    9. Gifting Ownership Interests in an LLC
    10. Trust-Owned LLC Interests
  5. Ethical Pitfalls: Attorney's Fees, Fiduciary Liability, Confidentiality and More
    4:00 - 5:00, Neal B. Jannol
    1. Establishing Reasonable Attorney Fees
    2. The Role of the Attorney as Advisor in LLC Formation
    3. Ethical Issues Raised When Attorney Serves as Fiduciary
    4. Confidentiality - Information Derived From an Earlier Representation

Who Should Attend

This program is designed for attorneys. Accountants, LLC tax advisors and paralegals may also benefit.

Additional Information

Training Provider: NBI, Inc.

Course Topics: Business Skills Training > OD Office/Records Organization

Training Course Summary: Advanced LLC Legal Strategies

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