Category - LLC

What does it mean to be a managing member of an LLC?

February 22, 2018

As the name indicates, the managing member is the manager of a member-managed LLC. Please note that the organizational and management structure of limited liability companies (LLCs) varies greatly.  Some LLCs are single-member (i.e., only one owner) and some are multi-member entities.  There are LLCs which are member managed, some which are manager-managed and then […]

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Where do I file my LLC operating agreement?

December 23, 2017

Nowhere. In most instances, you will not file your LLC Operating Agreement with anyone or anything. You are not required to file your LLC Operating Agreement with a state agency, at least as a requirement for having a validly formed and fully-operational LLC under applicable state law.[1] In most instances, you will keep your […]

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Should you use an S-Corp for real estate rentals?

November 27, 2017

Maybe. As with so many things, the correct answer depends on the circumstances. Owning real estate in an S Corporation is not a problem in and of itself. The potential issues could arise when you transfer real estate out of the S Corp. Before we go any further, let’s first clarify tax and legal classification

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Is a single member LLC required to have operating agreement?

September 11, 2017

Afterall, why should a single member[1] need a rulebook for himself or herself? Fair point.  However, please remember that an LLC operating agreement is more than just a “rule book” for the LLC.  Also, keep in mind that what is today a single member (i.e., sole owner) business entity will, hopefully, grow and expand over the […]

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single member LLC tax stuff

August 30, 2017

A single member LLC can be taxed as a disregarded entity or as an S Corporation. First and foremost, this is an area best discussed with your accountant, so please do not interpret this short post as me trying to take the place of your accountant–I am not. Ok, with that necessary clarification, let’s proceed. […]

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Single Member LLC–what, why and when?

December 30, 2016

What is a single member LLC and why would you want one? We have previously written a fair amount on LLCs generally, including what they are and why they can be useful legal entities. This post will focus on single member limited liability companies. As the name indicates, a single member LLC has one owner–and […]

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Business Buy-Sell Agreements: Mistakes to Avoid (Part 1)

August 22, 2016

If you are the owner of a family business or other closely held business, not having a buy-sell agreement may be a big mistake. Let’s get this out-of-the-way: I am a business law attorney who gets paid to work on things like buy-sell agreements. Therefore, it is no surprise that I am talking about why you […]

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phantom equity–what and why?

July 6, 2016

Phantom equity can provide the best of both worlds for owner and employee. There is nothing pejorative in the use of the terms “phantom equity” or “synthetic equity.” Rather, these terms just reference the fact that phantom equity has some attributes akin to actual equity, while at the same time it is in many respects […]

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rules to govern the LLC–why a customized operating agreement matters

June 23, 2016

Each business partner should have a clear understanding of the rules which govern the business relationship. For an LLC, such rules are normally contained in an operating agreement. This documents should be written to address the unique needs of your business arrangement. Imagine you are visiting a foreign land. You don’t speak the language and you have no […]

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New Utah Law Limits Duration of Non-Compete Agreements

April 1, 2016

This new law does not outlaw non-compete agreements (as was rumored), but it does limit the duration of such agreements to 1 year. First and foremost, despite what you may have heard on the street, non-competition agreements are NOT outlawed in Utah. While it is true that some of our state legislators did try to head […]

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