LinkedLaw Deskbook
ITEM #:  60094200   |   PUBLISHED:  JULY 15, 2020

LLCs Deskbook with eFormbook, 1st Edition

Edited by Paul Floyd, William D. Klein, Jessica Manivasager & Wade Wacholz

Written and edited by Minnesota business law attorneys, the LLCs Deskbook is designed to help attorneys navigating Minnesota’s Revised Uniform LLC Act. The Deskbook thoroughly covers the new act, including comparison to the old act and information on the transition. Topics covered include: tax considerations, the formation process, governance and management structures, executive compensation, fiduciary duties and liability, limited liability, mergers and conversions, dissolution, and more! The Deskbook also comes with an eFormbook that includes downloadable, editable forms including articles of organization and operating agreements. 

The 2020 Update brings your LLCs Deskbook fully up-to-date, including the latest case law and statutory changes, and a fully updated Table of Authorities. Changes in this Update include additional discussion related to tax considerations and advantages and executive compensation, including the SECURE Act. Order your copy today!

Purchase the hard copy and receive a coupon code to purchase the corresponding LinkedLaw eDeskbook for only $50! Code will be sent to you with your hard copy.

Minnesota’s New LLC Act
Introduction; History of Minnesota Limited Liability Companies; Adoption of Chapter 322C; Principal Reasons for Adopting Chapter 322C; Significant Differences Between Chapter 322C and the Old Act; Effective Dates and Transition from the Old Act to Chapter 322C
– William D. Klein & Wade R. Wacholz

Tax Considerations
Introduction; LLCs Taxed as Partnerships; LLCs Taxed as Disregarded Entities; LLCs Taxed as Corporations
– William D. Klein

LLC Formation Process and Documents
General Overview; Organization Checklist; Formation and Formation Documents; Additional Formation Actions
– Wade R. Wacholz

Governance, Authority, and Management Structures
Introduction; Management Structures Overview; Member Management; Manager Management; Board Management; Member Action/Consent; Relationships of Members and Management to Third Parties; Effect of Dissolution on Management Rights; Remuneration
– William D. Klein & S. Scott Wick

Executive Compensation
Introduction; Establishing the Terms of Employment; Equity-Based Compensation; Tax-Qualified Employee Benefits; Nonqualified Deferred Compensation Arrangements
– Edward J. Wegerson

Member Rights, Fiduciary Duties, Oppression, Liability, Remedies, and Indemnification
Introduction; The Operating Agreement – Member Rights; Fiduciary Duties for Members, Managers, and Governors; Oppression; Direct and Derivative Actions; Special Litigation Committees; The Right to Information; Dissenters’ Rights; Remedies; Indemnification
– Janel M. Dressen, Wallace G. Hilke & Vincent D. Louwagie

Private Capital Formation
Introduction; Securities and Registration Concerns; Federal Exemptions; Minnesota and Other State Exemptions; Integration; Anti-Fraud Considerations; Disqualification Provisions; Restrictions on Resale of Securities; Financing Sources; Preparing for the Next Level of Financing; Other Pre-Institutional Rounds; Subsequent Rounds in a Limited Liability Company; Venture Capital Investment
– April M. Hamlin

Limited Liability, Piercing an LLC’s Liability Shield, Reverse Piercing, Entity by Estoppel, and Successor Liability
Introduction; Limited Liability; Exceptions to Limited Liability; Piercing the Liability Shield; Reverse Piercing; Entity by Estoppel; Successor Liability; Joint Employer Doctrine and Single Employer Doctrine
– Hannah E. Bellanger

Entity Conversions Involving Limited Liability Companies
Introduction; Conversions and Mergers Involving LLCs; Conversion of a Sole Proprietorship Into an LLC; Conversion of a Partnership Into an LLC; Conversion of a Limited Partnership into an LLC; Conversion of a Corporation Into an LLC; Conversion of an LLC Into a Corporation; Merger of Corporation Into a Limited Liability Company; Merger of an LLC Into a Corporation; Conversion of a Limited Liability Partnership Into an LLC; Change of Entity Domicile
– Jeffrey C. O’Brien

Dissolution, Receivership, and Bankruptcy
Dissolution of the Limited Liability Company; Voluntary Dissolution; Administrative Termination; Involuntary Dissolution; Receiverships; Assignment for the Benefit of Creditors; Bankruptcy
– James C. Brand & Jessica Manivasager

Single-Member LLCs
Introduction; Factors to Consider in Choosing a Single-Member LLC; Overview of Single-Member LLCs; Changing from a Single-Member LLC to a Multiple-Member LLC; Sample Annotated Single-Member LLC Operating Agreement
– J. Patrick Plunkett

Nonprofit LLCs
Requirements of Minnesota Law; Tax Treatment; Factors to Consider in Choosing a Nonprofit LLC; Sample Nonprofit LLC Operating Agreement
– J. Patrick Plunkett

Table of Authorities
Subject Index

LLC Formation Process and Documents

  • Form 3-01 – LLC Formation Checklist
  • Form 3-02 – Sample Articles of Organization
  • Form 3-03 – Checklist of Provisions for the LLC Operating Agreement
  • Form 3-04 – Sample Multi-Member Managed LLC Operating Agreement
  • Form 3-05 – Statement of Authority Forms

Entity Conversions Involving Limited Liability Companies

  • Form 9-01 – Sample Bill of Sale: Sole Proprietorship to LLC
  • Form 9-02 – Sample Assignment and Assumption Agreement: Sole Proprietorship to LLC
  • Form 9-03 – Sample Articles of Conversion: Corporation to LLC
  • Form 9-04 – Sample Articles of Merger: Corporation to LLC 

Single-Member LLCs

  • Form 11-01 – Sample Single-Member LLC Operating Agreement

Nonprofit LLCs

  • Form 12-01 – Sample Nonprofit LLC Operating Agreement

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Access the eFormbook directly from within your LinkedLaw book. (LinkedLaw books can be accessed through your account on the Minnesota CLE website under My Account > eResources & Publications.)

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