2021 Drafting LLC Operating Agreements, Part 1

Original program date 12/7/21

LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements.

Day 1

• Drafting the most important provisions of LLC operating agreements
• Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls
• Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs
• Fiduciary duties of members, modifications, and the “LLC opportunity doctrine”
• Restrictions on transfers of capital and profits interests
• Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting

Day 2

• Drafting allocation provisions for maximum tax benefit and to secure the safe harbor
• How “payments to member” (not distributions) are treated for financial v. tax purposes
• Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions
• Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives
• Liquidations of the entity and sale of an individual member’s interests

Note: This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for GAL Certification, ethics, elimination of bias or Kansas credit.