Pelzer and Salisbury, LLC
msalis1219@aol.com

Multi-Member LLCs


There are 50 links below, each discussing an important element of my firm’s Multi-Member LLC Package.

Multi-Member LLCs have more than one LLC owner/member, can be taxed most anyway the tax professional deems advantageous, and when organized properly provide better asset and liability protection than a corporation or partnership.

These 50 areas discussed in the links below highlight how my firm’s Multi-Member LLC Packages stress LLC asset and liability protection, promote LLC owner/member education, and attempt to reduce future LLC expense.

The fees and costs for my Multi-Member "LLC Packages" are listed at “Fees and Costs”.

The first group below is everything included in a Multi-Member LLC Package other than the LLC Operating Agreement. The remaining four groups relate directly to the Multi-Member LLC Operating Agreement.

1. LLC PACKAGE ITEMS IN ADDITION TO LLC OPERATING AGREEMENT
Pre-Organization Questionnaire Letter
Attorney Letter on doing businesses as an LLC
Law Firm E-Mail Updates
Registered Agent for Service of Process
IRS Form SS-4
Sample Promissory Notes
Sample Bill of Sale
Sample LLC Annual Report
Sample LLC “Certificate of Authority”
Computer Diskette with Sample Documents
Initial Report of Corporation
IRS Form 8832
IRS Form 2553
Document Case

2. KEY CONCEPTS AND PROVISIONS - LLC OPERATING AGREEMENT
LLC Operating Agreements
“Term” LLC
“Manager” Managed LLC
South Carolina Statutory Default Rules
“Mandatory” Rules of the South Carolina LLC Act

3. TAXES, CAPITALIZATION, BUY-OUT, TRANSFER, WIND UP - LLC OPERATING AGREEMENT
Corporate Tax and S-Corp Status Language for LLC Operating Agreements
Self-Employment Tax (SET) Reduction For LLC’s Taxed as Partnerships
Late Capital Contributions
Forced Capital Contributions
Buy-Out Provisions
Workable Appraisal Process for LLC
Agreed Upon LLC Value Buy-Out Provision
Two (2) Tier Buy-Out Scheme - “Proper” and “Wrongful” LLC Withdrawal
Disability of LLC Owner/Member
Death of Owner/Member
“Mandatory” LLC Owner/Member Expulsion Rule
Winding Up LLC

4. FIDUCIARY DUTIES (LLC OWNER/MEMBER LIABILITY) - LLC OPERATING AGREEMENT
Fiduciary Duties and LLC Owner/Member Liability
Standard of Negligence - Options for Fiduciary Duty of Care
Competing with the LLC - Fiduciary Duty of Loyalty
Covenants Not to Compete - Not to Solicit Customers or Employees - LLC Confidentiality
Keep Fiduciary Duties Equal

5. OTHER IMPORTANT PROVISIONS - LLC OPERATING AGREEMENT
ADR - Mediation and Arbitration
Centralized Voting Lists for LLC Operating Agreement
Different Voting Schemes for Different Issues
LLC “Certificates of Authority”
Specific Business Provisions Included in LLC Operating Agreement
Workable "Notice" Provision
Do Not Require Meetings
Do Not Require LLC Decisions Be Recorded
Limit Impact of Future Amendments to LLC Act
LLC Contract and Check Signing Limits
Title of Statutes Cited in LLC Operating Agreement
Highlight Important Terms in LLC Operating Agreement
Make the LLC a Party to LLC Operating Agreement

“We must indeed all hang together, or, most assuredly, we shall all hang separately.” Benjamin Franklin to John Hancock at the signing of the Declaration of Independence, July 4, 1776.


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