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FEES AND COSTS

LLC PACKAGES
Pre-Organization Questionnaire
LLC Operating Agreement
Attorney Letter on doing businesses as an LLC
Registered Agent for Service of Process
IRS Form SS-4 (Application for Employer ID number)
Law Firm E-Mail Updates
Sample Promissory Notes
Sample Bill of Sale
Sample LLC “Certificate of Authority”
Sample LLC Annual Report
Computer Diskette with all sample documents
Document Case
South Carolina Initial Report of Corporation
IRS Form 8832 (if the LLC is taxed as a corporation)
IRS Form 2553 (if the LLC elects Sub-S status)

CORPORATE TAX AND SUB S ELECTION

SINGLE MEMBER LLCS
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
Single Member LLCs Need LLC Operating Agreements
LLC Operating Agreements
“Term” LLC
“Manager” Managed LLC
South Carolina Statutory Default Rules
“Mandatory” Rules of the South Carolina LLC Act

3. TAXES, CAPITALIZATION, WIND -UP, TRANSFER - LLC OPERATING AGREEMENT
Corporate Tax and S-Corp Status Language for LLC Operating Agreements
Forced Capital Contributions
Disability of LLC Owner/Member
Death of Owner/Member - Transfer of LLC Interest
Winding Up LLC

4. OTHER IMPORTANT PROVISIONS - LLC OPERATING AGREEMENT
Potential Manager
Single Member LLC Fiduciary Duties and Alternative Dispute Resolution
LLC “Certificates of Authority”
Do Not Require LLC Decisions Be Recorded
Limit Impact of Future Amendments to LLC Act
Title of Statutes Cited in LLC Operating Agreement
Highlight Important Terms in LLC Operating Agreement
Make the LLC a Party to LLC Operating Agreement

MULTI-MEMBER LLCS
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 Up Dates
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 - Transfer of LLC Interest
“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
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

“FORM” LLCS
Form LLCs
Why “Form” LLC Operating Agreements Are Not Usually Modified
LLC Options and Choices

“LLCS ARE THE BUSINESS ENTITY OF CHOICE” – ARTICLE

RESUME

“I shall not today attempt further to define the kinds of material I understand to be [pornographic]; and perhaps I would never succeed in intelligibly doing so. But I know it when I see it….” Justice Potter Stewart, Jacobellis v. Ohio, 378 U.S. 184, 197 (1964) (concurring).