LLC Library

WRITINGS BY JOHN CUNNINGHAM ON LLC TAX AND LEGAL ISSUES (Beginning with the most recent writings)

1) Master Table of Definitional, Mandatory, Default and Permissive Provisions of the New Hampshire Limited Liability Company Act Relevant in LLC Formations (as of April 17, 2009)

2) Table of Definitional Provisions of the New Hampshire Limited Liability Company Act Relevant in LLC Formations (as of April 17, 2009)

3) Table of Mandatory Provisions of the New Hampshire Limited Liability Company Act Relevant in LLC Formations (as of April 17, 2009)

4) Table of Default Provisions of the New Hampshire Limited Liability Company Act Relevant in LLC Formations (as of April 17, 2009)

5) Table of Permissive Provisions of the New Hampshire Limited Liability Company Act Relevant in LLC Formations (as of April 17, 2009)

6) This article by John Cunningham, entitled “Amending the New Hampshire Limited Liability Company Act to Meet the Needs of Unrepresented LLC Founders and Members," will be published in the Fall 2008 edition of the New Hampshire Bar Journal.

7) Spreadsheet showing tabulations of data from the first 500 certificates of formation filed with the New Hampshire Secretary of State in September, 2007, to form limited liability companies under the New Hampshire Limited Liability Company Act

8) Overview of LLC Types (Dated July 9, 2006)

9) Updating Your Legal and Tax Infrastructure," U.S. Chamber of Commerce.com (March 2006)

10) Article entitled “Statutory Conversions of State Law Business Corporations to Limited liability Companies—Law, Tax and Practice in Light of Letters 200528021 and 200548021” (published in the November/December 2005 issue of CCH Journal of Passthrough Entities). This article is reprinted with the publisher’s permission from the Journal of Passthrough Entities, a bi-monthly journal published by CCH INCORPORATED. Copying or distribution without the publisher’s permission is prohibited. To subscribe to the Journal of Passthrough Entities or other CCH Journals please call 800-449-8114 or visit www.tax.cchgroup.com. All views expressed in the articles and columns are those of the author and not necessarily those of CCH INCORPORATED or any other person. The CCH website is www.tax.cchgroup.com.

11) Article entitled "Eleven Fundamental Errors in Drafting LLC Operating Agreements" Published in CCH LLC Advisor, pp 1-3 (August 25, 2005)

12) Memorandum, dated June 29, 2005, entitled "Guidelines for Advising Individuals Who Are Members of LLCs Taxable as Partnerships on How to Minimize Social Security Taxes on Their Distributive Shares of LLC Income" (unpublished; based in part on Cunningham, "LLC Owners Can Avoid Self-Employment Tax Under New Prop. Regs.," 25 Taxation for Lawyers 25 (1997))

13) Article, completed in approximately July, 2004, entitled "Choosing between the Delaware LLC Act and Other LLC Acts for Use in Private Equity Deals - Outline of a Methodology" (published in the August 2004 issue of VC Experts, an online resource for the venture capital industry)

14) Article, completed in October 2003, entitled "Choosing the Right Entity for New Hampshire Law Firms: Basic Tax and Nontax Guidelines" (published in the October 2003 issue of the New Hampshire Bar News)

15) Article, completed in July 2002, entitled "The Impact of Team Production Theory on LLC Formation Practice" (published in 85 Limited Liability Company Guide (September 25, 2002))

16) Article, completed in February 1999, entitled "Legal Malpractice in LLC Formations" (published in the Spring 1999 issue of the New Hampshire Bar Journal)

FEDERAL TAX AUTHORITIES ON LLC ISSUES

1) PRIVATE LETTER RULING 200528021 (April 8, 2005) (holding, among other things, (i) that the statutory conversion of a business corporation taxable as an S corporation to an LLC is a reorganization within the meaning of Section 368(a)(1)(F); and (ii) that the conversion has no effect on the converting entity's S election)

2) PLR-163028-04 (August 23, 2005; released to taxpayer but not yet published with official PLR number in IRS website) (holding that the draft LLC operating agreement submitted to the Service by the taxpayer in question was a "governing provision" under Treas. Regs. § 1,1361-1(l)(2) and that the agreement did not create a second class of stock under Internal Revenue Code § 1361(b)(1)(D)).

MISCELLANEOUS USEFUL LINKS

1) Delaware Limited Liability Company Act (reflecting amendments through August 1, 2005)
2) New Hampshire Limited Liability Company Act (reflecting amendments through August 1, 2005)
3) Massachusetts Limited Liability Company Act (reflecting amendments through August 1, 2005)
4) Website of the Corporation Division of the New Hampshire Secretary of State
5) Website of the New Hampshire Department of Revenue Administration

 

 
© 2005 John M. Cunningham, Esq.
Disclaimer