Limited Liability Companies in Colorado
March 2015
Limited Liability Companies in Colorado
Program Highlights:
Topics covered include:
- Basic Drafting Concepts and Structure
- Economic Rights and Obligations, Creditors Rights
- Governance and Fiduciary/Related Duties and Ethics
- Securities Law Issues and Answers
- Operating Agreements
Program Description:
The limited liability company (LLC) has been a very popular choice of entity for many types of business since the Internal Revenue Service adopted the "check-the-box" regulations in December 1996. Because of the combination of limited liability for all owners of the LLC, pass-through tax treatment, and ease and flexibility in customizing the relationships between the owners, the LLC is seen by many as providing the best of all worlds. Of course, there are specific disadvantages to using an LLC, and the specific facts of each matter must be analyzed before making a decision to move forward with organizing an LLC.
Regardless of your practice, you need to know and understand limited liability companies. Issues involving this flexible and common form of business entity arise in litigation, transactions, estate, business and tax planning, real estate development and beyond.
In one day, you can learn the ins and outs of LLC formation, best drafting practices, rights and obligations, duties, creditors rights and more from seasoned professionals, Herrick Lidstone and Allen Sparkman.
Every attendee receives a copy of the new CBA-CLE book "Limited Liability Companies and Partnerships in Colorado, First Edition" by Herrick K. Lidstone Jr. and Allen Sparkman!
Agenda:
8:15 am
Registration and Continental Breakfast
8:45 am
Basic Drafting Concepts
- Operating Agreement or No Operating Agreement?
- Scriven with Precision
9:00 am
Basic Structure
- Articles of Organization
- Rights and Duties of Members
- Management Structure-Management by Managers or Members
- Member Voting
- Assignments of Membership Interests
- Buy-Sell Provisions
- Admission of New Members
- Members versus Assignees
- Disassociation and Expulsion
- Dissolution and Liquidation
10:00 am
Networking Break
10:15 am
Economic Rights and Obligations
- Initial and Future Contribution Obligations
- Treatment of Non-Cash Contributions
- Capital Accounts, Income and Loss Allocations
- Different Classes
- Transfers of Economic Interests and Book-Ups
- Member Loans
- Member Compensation for Services
- Equity Compensation Drafting Tips
- Interim Distributions
- Liquidation Distributions
11:15 am
Governance and Fiduciary And Related Duties
- Contractual Obligation of Good Faith and Fair Dealing
- Other Statutory Obligations
- To Waive or Not to Waive
- Important Considerations Regarding Duties When Drafting Documents
- Indemnification
11:45 pm
Lunch (on your own)
1:00 pm
Securities Law Issues and Answers
- Are LLC Membership Interests Securities?
- Structuring an LLC to Avoid Characterization as Securities
- Securities Law Compliance
2:00 pm
Single Member LLCs
- Operating Agreement or Not?
- Management by Member or Manager
- Management by One Not the Owner
- Is There Any True Asset Protection?
2:30
Networking Break
2:40 pm
Review Form Operating Agreements
- Single Member LLC Operating Agreement
- Multi-Member LLC Operating Agreement
3:25 pm
Creditors Rights
- Judgment Creditor versus Contractual Rights
- Uniform Commercial Code and Control Agreements
- Charging Orders
- Piercing the Veil
- Other Bases to Hold Managers and Members Liable
- Series LLCs
4:10 pm
Ethics
- On Organization - Who is the Client? Respect for Rights of Third Parties
- Fees and Retainer Agreements
- Equity as Compensation to Legal Counsel
- When Bad Things Happen and the Client Goes Astray - Rules 1.6 and 1.13
- Conflicts of Interest in Continuing Representation
5:00
Adjourn
Presented by:
Herrick K. Lidstone Jr., Esq. and Allen Sparkman, Esq.
Location Information
CLECI Large Classroom
1900 Grant Street, Suite 300
Denver, CO 80203
Get directions
1900 Grant Street, Suite 300
Denver, CO 80203
Registration Fees
| Non Member | $349.00 |
| CBA Member | $299.00 |
| CBA Business Law Section Member | $269.00 |
| New Lawyer (in practice 5 years or less) | $199.00 |
| Paralegal/Legal Support Staff | $199.00 |
| CLEACCESSPASS--CLE ELITE Pass Holder | $0.00 |
- General Credits: 8.00
- Ethics Credits: 1.00
- EDI Credits:
To join the CBA or add a Section to your membership click
Sponsor Information
- Basic Drafting Concepts and Structure
- Economic Rights and Obligations, Creditors Rights
- Governance and Fiduciary/Related Duties and Ethics
- Securities Law Issues and Answers
- Operating Agreements