CHOICE OF BUSINESS ENTITIES
|
|
- Bruce Hill
- 5 years ago
- Views:
Transcription
1 CHOICE OF BUSINESS ENTITIES Presented by: BRAD L. WHITLOCK Scheef & Stone L.L.P. 500 N. Akard, Suite 2700 Dallas, Texas Written by: BYRON F. EGAN Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas State Bar of Texas STATE BAR COLLEGE SUMMER SCHOOL July 22-24, 2010 Galveston Island CHAPTER 13 Copyright 2010 by Byron F. Egan. All rights reserved.
2 TABLE OF CONTENTS I. GENERAL... 1 A. Introduction... 1 B. Statutory Updating... 3 C. Texas Business Organizations Code Background Source Law Codified Hub and Spoke Organization of Code Effective Date Changes Made By the TBOC... 6 (a) Vocabulary... 6 (b) Certificate of Formation... 7 (c) Filing procedures... 7 (d) Entity Names... 8 (e) Governance... 8 (f) Construction... 9 (g) Transition Rules... 9 D. Federal Check-the-Box Tax Regulations Classification Check-the-Box Regulations (a) Eligible Entities (b) The Default Rules (c) The Election Rules (d) Existing Entities Former Classification Regulations (a) Continuity of Life (b) Centralization of Management (c) Limited Liability (d) Free Transferability of Interest E. Texas Entity Taxation Corporations and LLCs, but not Partnerships, Subject to Former Franchise Tax Franchise Tax Change Proposals Margin Tax (a) Who is Subject to Margin Tax (b) Passive Entities (c) LLPs (d) Prior Chapter 171 Exemptions (e) Small Business Phase-In (f) Basic Calculation (g) Gross Revenue Less (x) Compensation or (y) Cost of Goods Sold (h) Gross Revenue (i) The Compensation Deduction (j) The Cost of Goods Sold Deduction (k) Transition and Filing (l) Unitary Reporting (m) Combined Reporting (n) Apportionment (o) Credits / NOLs (p) Administration and Enforcement (q) Effect of Margin Tax on Choice of Entity Decisions Constitutionality of Margin Tax Classification of Margin Tax Under GAAP i
3 6. Internal Partnerships Will Not Work Under Margin Tax Conversions F. Business Combinations and Conversions Business Combinations Generally (a) Merger (b) Share Exchange (c) Asset Sale Conversions (a) General (b) Texas Statutes (c) Federal Income Tax Consequences (1) Conversions of Entities Classified as Partnerships (2) Conversions of Entities Classified as Corporations (d) Effect on State Licenses G. Use of Equity Interests to Compensate Service Providers H. Choice of Entity II. CORPORATIONS A. General B. Taxation Taxation of C-Corporations Taxation of S-Corporations (a) Effect of S-Corporation Status (b) Eligibility for S-Corporation Status (c) Termination of S-Corporation Status (d) Liquidation or Transfer of Interest Contributions of Appreciated Property Texas Entity Taxes Self-Employment Tax C. Owner Liability Issues D. Management E. Fiduciary Duties General Business Judgment Rule Overcoming Business Judgment Rule Corporate Opportunities Renunciation Interested Director Transactions Limitation of Director Liability F. Ability to Raise Capital G. Transferability of Ownership Interests Restrictions on Transfer of Shares Securities Law Restrictions Beneficial Owners No Bearer Shares H. Continuity of Life I. Formation J. Operations in Other Jurisdictions K. Business Combinations; Conversions L. Anti-Takeover III. GENERAL PARTNERSHIP A. General Definition of Person Factors Indicating Partnership Factors Not Indicative of Partnership ii
4 4. Oral Partnerships Joint Venture B. Taxation General Rule Joint Venture/Tax Implications Contributions of Appreciated Property Texas Entity Taxes Self-Employment Tax C. Owner Liability Issues D. Management E. Fiduciary Duties General Loyalty Care Candor Liability Effect of Partnership Agreement F. Ability To Raise Capital G. Transferability of Ownership Interests Generally Partnership Interests as Securities H. Continuity of Life I. Formation J. Operations in Other Jurisdictions K. Business Combinations IV. LIMITED PARTNERSHIP A. General B. Taxation Federal Income Taxation Contributions of Appreciated Property Texas Entity Taxes Self-Employment Tax C. Owner Liability Issues D. Distributions E. Management F. Fiduciary Duties G. Indemnification H. Flexibility In Raising Capital I. Transferability of Ownership Interests J. Continuity of Life K. Formation L. Operations in Other Jurisdictions M. Business Combinations V. LIMITED LIABILITY COMPANY A. General B. Taxation Check the Box Regulations Other Tax Issues Relating to LLCs (a) Texas Entity Taxes (b) Flexible Statute (c) One Member LLC (d) Contributions of Appreciated Property (e) Self-Employment Tax iii
5 C. Members; Managers D. Purposes and Powers E. Formation F. Company Agreement G. Management H. Fiduciary Duties I. Indemnification J. Capital Contributions K. Allocation of Profits and Losses; Distributions L. Owner Limited Liability Issues M. Nature and Classes of Membership Interests N. Assignment of Membership Interests O. Dissolution P. Merger; Conversion Q. TLLCA Relationship to TBCA and TMCLA R. Foreign LLCs S. Professional LLCs T. Diversity Jurisdiction VI. LIMITED LIABILITY PARTNERSHIP A. General B. Background C. Liability Shielded LLP Shield Limits to LLP Shield Burden of Proof LLP Status Does Not Affect Liability of Partnership Shielded vs Contractual Obligations Incurred Prior to September 1, Other State LLP Statutes D. Requirements for LLP Status Name Filing with the Secretary of State of Texas Insurance or Financial Responsibility E. Taxation Federal Tax Classification Texas Entity Taxes Self-Employment Tax F. Other Issues Advertisement of LLP Status Assumed Name Certificate Time of Compliance Effect on Pre-LLP Liabilities Limited Partnership as LLP Indemnification and Contribution Inconsistent Partnership Agreement Provisions Fiduciary Duties Foreign LLP Qualification Bankruptcy Federal Diversity Jurisdiction VII. EXTRATERRITORIAL RECOGNITION OF LLC AND LLP LIMITED LIABILITY A. General B. Texas Statutes C. Texas Cases iv
6 D. Decisions in Other States E. Qualification as Foreign Entity and Other Ways to Reduce Extraterritorial Risk VIII. DECISION MATRIX IX. TAX COSTS IN CHOICE OF ENTITY DECISION X. CONCLUSION APPENDIX A Entity Comparison Chart APPENDIX B Basic Texas Business Entities and Federal/State Taxation Alternatives Chart APPENDIX C Texas Business Organizations Code Table of Contents APPENDIX D Amendments to Texas Business Organizations Code Enacted in 2009 Legislative Session POWERPOINT PRESENTATION v
CHOICE OF ENTITY DECISION TREE. BYRON F. EGAN Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas
CHOICE OF ENTITY DECISION TREE BYRON F. EGAN Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202-3797 began@jw.com State Bar of Texas TEXAS BUSINESS ORGANIZATIONS: CHOICE OF ENTITY AND
More informationCHOICE OF ENTITY DECISION TREE
CHOICE OF ENTITY DECISION TREE BYRON F. EGAN Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, TX 75202-3797 began@jw.com State Bar of Texas CHOICE AND ACQUISITION OF ENTITIES IN TEXAS May 25,
More informationCHOICE OF ENTITY DECISION TREE AFTER MARGIN TAX AND TEXAS BUSINESS ORGANIZATIONS CODE
CHOICE OF ENTITY DECISION TREE AFTER MARGIN TAX AND TEXAS BUSINESS ORGANIZATIONS CODE By BYRON F. EGAN Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202-3797 began@jw.com Texas Business
More informationBUSINESS ENTITIES IN TEXAS 2011 TEXAS LEGISLATURE LEGISLATIVE CHANGES AFFECTING BUSINESS ENTITIES TEXASBARCLE WEBCAST AFTER.
BUSINESS ENTITIES IN TEXAS AFTER 2011 TEXAS LEGISLATURE By BYRON F. EGAN Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202-3797 began@jw.com LEGISLATIVE CHANGES AFFECTING BUSINESS ENTITIES
More informationPANEL I: BATTEN DOWN THE HATCHES BEING PREPARED FOR STORMY SEAS
PANEL I: BATTEN DOWN THE HATCHES BEING PREPARED FOR STORMY SEAS CHOICE OF ENTITY STRATEGIES By BYRON F. EGAN Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202-3797 began@jw.com YOUR
More informationCHOICE OF ENTITY DECISION TREE
CHOICE OF ENTITY DECISION TREE By BYRON F. EGAN Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202-3797 began@jw.com Texas Business Organizations: Choice of Entity and Formation San
More informationDRAFTING IMPLICATIONS OF THE BUSINESS ORGANIZATIONS CODE IMPACT ON DRAFTING OF AGREEMENTS
DRAFTING IMPLICATIONS OF THE BUSINESS ORGANIZATIONS CODE IMPACT ON DRAFTING OF AGREEMENTS Presented By: GEORGE W. COLEMAN Jenkens & Gilchrist, P.C. 1445 Ross Avenue, Suite 3700 Dallas, TX 75202 (214) 855-4500;
More informationCHOICE OF ENTITY DECISION TREE
CHOICE OF ENTITY DECISION TREE By BYRON F. EGAN Jackson Walker L.L.P. 2323 Ross Avenue, Suite 600 Dallas, Texas 75201 began@jw.com 13th Annual Course Advanced Business Law Houston, TX November 20, 2015
More informationRestricting/Eliminating Fiduciary Duties in Texas and Delaware
May 18, 2018 Byron F. Egan Jackson Walker L.L.P. began@jw.com 214.953.5727 Restricting/Eliminating Fiduciary Duties in Texas and Delaware Choice, Governance & Acquisition of Entities San Antonio, TX DISCLAIMER:
More informationTexas Corporation Law
Texas Corporation Law Release No. 15 Everything you need... Important Updates and Analysis of the Following Topics: The Margins Tax Incorporating Mergers and Conversions Current Texas Business Organizations
More informationTHE COMPLETE GUIDE TO LIMITED LIABILITY COMPANIES
THE COMPLETE GUIDE TO LIMITED LIABILITY COMPANIES By WAYNE A. HAGENDORF PART ONE CHARACTERISTICS OF A LIMITED LIABILITY COMPANY CHAPTER ONE WHAT IS A LIMITED LIABILITY COMPANY? I. DESCRIPTION II. HISTORY
More informationChapter XII PARTNERSHIP CONDENSED OUTLINE
Chapter XII PARTNERSHIP CONDENSED OUTLINE I. INTRODUCTION A. Statutes Affecting Partnerships and Limited Liability Companies. B. Secretary of State Forms and Fees. C. Practice Works. D. Fictitious Business
More informationRESTATED ARTICLES OF INCORPORATION WITH AMENDMENTS OF FRIENDS OF THE COLORADO TALKING BOOK LIBRARY ARTICLE I NAME
RESTATED ARTICLES OF INCORPORATION WITH AMENDMENTS OF FRIENDS OF THE COLORADO TALKING BOOK LIBRARY The name of the Corporation is: ARTICLE I NAME FRIENDS OF THE COLORADO TALKING BOOK LIBRARY ARTICLE II
More informationDistinctions Between Texas and Delaware LLC Law for the M&A Lawyer
April 14, 2018 Byron F. Egan Jackson Walker L.L.P. began@jw.com 214.953.5727 Distinctions Between Texas and Delaware LLC Law for the M&A Lawyer Mergers and Acquisitions Committee ABA Section of Business
More informationLimited Liability Companies
New York Lawyers Practical Skills Series Limited Liability Companies Michele A. Santucci, Esq.* 2017 2018 * The author wishes to thank Frederick P. Korkosz for his assistance with the sections on foreign
More informationUpdate from the Secretary of State s Office
The University of Texas School of Law Presented: 2012 LLCs, LPs and Partnerships July 12-13, 2012 Austin, TX Update from the Secretary of State s Office Lorna Wassdorf Carmen Flores Author contact information:
More informationThe Virginia Limited Liability Company
College of William & Mary Law School William & Mary Law School Scholarship Repository William & Mary Annual Tax Conference Conferences, Events, and Lectures 1995 The Virginia Limited Liability Company
More informationCayman fund structures: limited partnership vs. limited company
Cayman fund structures: limited partnership vs. limited company The Cayman Islands has become the most common domicile for most hedge funds these days. The increase in legal entity options has made deciding
More informationProbate and Administration of Decedents Estates
New York Lawyers Practical Skills Series Includes Forms on CD Probate and Administration of Decedents Estates Jessica R. Amelar, Esq. Arlene Harris, Esq. 2016 2017 NEW YORK STATE BAR ASSOCIATION Sponsored
More informationWhy LLCs are Now the Entity of Choice in Pennsylvania Webinar Noon-1 p.m. June 1, 2016
Why LLCs are Now the Entity of Choice in Pennsylvania Webinar Noon-1 p.m. June 1, 2016 Wendi Kotzen, Partner Ballard Spahr, Philadelphia William H. Clark Jr., Partner Drinker, Biddle and Reath, Philadelphia
More informationContents PART I ORGANIZATION
Contents PART I ORGANIZATION CHAPTER 1: INTRODUCTION......................... 1-1 1.1. Nature and Use of This Practice Manual.................. 1-2 1.2. Comparison of the LLC with Other Entities..............
More information(f) Act as the repository for all certified and approved records pertaining to the sport;
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF USA CYCLING, INC. ARTICLE I. NAME The name of the nonprofit corporation is USA Cycling, Inc. (hereinafter called the Corporation ). ARTICLE II.
More informationCapital Structure and Corporate Governance. The Role of Hybrid Financial Instruments. Lorenzo Sasso
Capital Structure and Corporate Governance The Role of Hybrid Financial Instruments Lorenzo Sasso Wolters Kluwer Law & Business Acknowledgements xi Introduction 1 Part I: Regulatory Issues of Hybrid Financial
More informationFEDERAL INCOME TAX CONSIDERATIONS IN ACQUISITIONS AND DISPOSITIONS OF S CORPORATIONS
FEDERAL INCOME TAX CONSIDERATIONS IN ACQUISITIONS AND DISPOSITIONS OF S CORPORATIONS The University of Texas School of Law 60 th Annual Taxation Conference Timothy J. Devetski Lina G. Dimachkieh Vinson
More informationChoice of Entity. Danny Santucci
Choice of Entity Danny Santucci Table of Contents Chapter 1 Sole Proprietorship... 1 Learning Objectives... 1 Introduction... 1 Advantages... 1 Disadvantages... 1 Formation... 1 Start-Up Expenses... 2
More informationHANDBOOK. Glenwood Springs, Colorado
HANDBOOK on The Law of Small Business: A Practice Guide for Attorneys By C. Jonathan Lee, Esq. ARGYLE PUBLISHING COMPANY Glenwood Springs, Colorado Other books published by Argyle Publishing Company: The
More informationLIMITED LIABILITY ENTITIES 2013 UPDATE
LIMITED LIABILITY ENTITIES 2013 UPDATE Live ALI CLE Nationwide via Video Webcast March 22, 2013 DUTIES, DECISIONS, AND DISCRETION: THE REST OF THE RELATIONSHIP I. Introduction Robert R. Keatinge Holland
More informationChanging the Way Your Dirt Is Taxed Texas Margin Tax Pitfalls for Real Estate Practitioners. By Benjamin Miller 1
Texas Margin Tax Pitfalls for Real Estate Practitioners By Benjamin Miller 1 Texas Margin Tax Pitfalls for Real Estate Practitioners By Benjamin Miller In 2006, the Texas Legislature passed the first version
More informationConsolidation and the Variable Interest Model
Financial reporting developments A comprehensive guide Consolidation and the Variable Interest Model Determination of a controlling financial interest Revised June 2013 To our clients and other friends
More informationThe Foundation: Structuring Your New Venture
TAKE YOUR TECHNOLOGY TO THE LIMIT! Center for Innovation and Technology Entrepreneurship Technology Entrepreneurship from Innovation to Business Venture The Foundation: Structuring Your New Venture Patrick
More informationWHAT ARE SERIES LLCS? AN OVERVIEW OF DRAFTING AND OPERATIONAL CONSIDERATIONS
WHAT ARE SERIES LLCS? AN OVERVIEW OF DRAFTING AND OPERATIONAL CONSIDERATIONS ADRIENNE RANDLE BOND Bond & Smyser, L.L.P. 5505 Jackson Houston, Texas 77004 (713) 524-4200 voice (713) 524-1196 fax abond@bondsmyser.com
More informationConsolidation and the Variable Interest Model
Financial reporting developments A comprehensive guide Consolidation and the Variable Interest Model Determination of a controlling financial interest (prior to the adoption of ASU 2015-02, Amendments
More informationTHE LAW OF PARTNERSHIPS AND CORPORATIONS
E S S E N T I A L S OF C A N A D I A N L A W THE LAW OF PARTNERSHIPS AND CORPORATIONS T H I R D E D I T I O N J. ANTHONY VANDUZER Faculty of Law University of Ottawa DETAILED TABLE OF CONTENTS FOREWORD
More informationNew update of Bloomberg Law MARC records. February 21, Dear Valued Subscribers,
New update of Bloomberg Law MARC records February 21, 2019 Dear Valued Subscribers, We have just posted an update of MARC records for Bloomberg Law. The records are available free of charge on the Bloomberg
More informationPending Business Organization Legislation Updated as of December 21, 2016
Pending Business Organization Legislation Updated as of December 21, 2016 Pending Business Organization Legislation 2016: AL H202 2/11/16 The bill would amend the state s limited partnership law. The bill
More informationAdvance Draft. as of Member s Share of Income, Deductions, Credits, etc.
TAXABLE YEAR 2011 Member s Share of Income, Deductions, Credits, etc. CALIFORNIA SCHEDULE K-1 (568) For calendar year 2011 or fiscal year beginning month day year, and ending month day year. Member s identifying
More informationTHE TEXAS SERIES LIMITED LIABILITY COMPANY
THE TEXAS SERIES LIMITED LIABILITY COMPANY STARR LAW FIRM, P.C. Attorneys and Counselors at Law P.O. Box 261034 Plano, Texas 75026-1034 972.633.2588 Fax 972.767-4932 E-mail: bert@starrlawfirm.com www.starrlawfirm.com
More informationTexas Margin Tax Update
Texas Margin Tax Update August 4-5, 2016 Fort Worth Chapter Tax Institute 2016 5 August 2016 Your presenter Donna Rutter Executive Director, Indirect Tax Services Income/ Franchise Tax +1 817 348 6103
More informationContents. Table of Statutes. Table of Secondary Legislation. Table of Cases. Glossary. Overview of the Subject and the Nature of Partnership
Contents Table of Statutes Table of Secondary Legislation Table of Cases Glossary Chapter 1: Overview of the Subject and the Nature of Partnership 1.1 Introduction 1.2 The partnership and the company contrasted
More informationSwiss Company Law DIKE. Lukas Handschin. Fully revised second edition. Dr. iur., Attorney at Law Professor at the University of Basel
Lukas Handschin Dr. iur., Attorney at Law Professor at the University of Basel Swiss Company Law Fully revised second edition The book is based on a translation of «Gesellschaftsrecht in a nutshell» by
More informationInstructions Forming an Alabama Limited Liability Company
Contact Information State Business Entities Department: Alabama Secretary of State Business Services Mailing Address: PO Box 5616 Montgomery, AL 36130-5616 Physical Address: RSA Union Building Suite 770
More informationCOMPARISON OF LEGAL STRUCTURES FOR SOCIAL ENTERPRISES 1
COMPARISON OF LEGAL STRUCTURES FOR SOCIAL ENTERPRISES 1 INDEX 1. Comparison of HK, UK and Singapore legal structures... 2 2. Principal Legal Forms in US... 8 3. Legal Innovations in US and UK... 11 3.1
More informationWASHINGTON STATE LLC MEMBER-MANAGED OPERATING AGREEMENT
WASHINGTON STATE LLC MEMBER-MANAGED OPERATING AGREEMENT I. PRELIMINARY PROVISIONS (1) Effective Date: This operating agreement of effective, is adopted by the members whose signatures appear at the end
More informationContents. Table of Statutes. Table of Secondary Legislation. Table of Cases. Glossary. Formation of Partnerships. Relations Between Partners
Contents Table of Statutes Table of Secondary Legislation Table of Cases Glossary Chapter 1: Business Media 1.1 Introduction 1.2 Partnerships, limited liability partnerships and companies compared 1.2.1
More informationS 0676 SUBSTITUTE A AS AMENDED ======== LC002141/SUB A ======== S T A T E O F R H O D E I S L A N D
01 -- S 0 SUBSTITUTE A AS AMENDED LC00/SUB A S T A T E O F R H O D E I S L A N D IN GENERAL ASSEMBLY JANUARY SESSION, A.D. 01 A N A C T RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- WORKERS'
More informationGUIDE TO LIMITED LIABILITY COMPANIES IN THE CAYMAN ISLANDS
GUIDE TO LIMITED LIABILITY COMPANIES IN THE CAYMAN ISLANDS CONTENTS PREFACE 1 1. Limited Liability Companies 2 2. Formation and Registration 2 3. Nature of a Limited Liability Company 2 4. Members 2 5.
More informationInstructions for Schedule R (Form 990)
2013 Instructions for Schedule R (Form 990) Related Organizations and Unrelated Partnerships Section references are to the Internal Revenue Code unless otherwise noted. Future Developments For the latest
More informationCase Doc 103 Filed 01/20/14 Entered 01/20/14 15:33:26 Desc Main Document Page 1 of 7
Document Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF TEXAS SHERMAN DIVISION In re: COLOR STAR GROWERS OF COLORADO, INC., VAST, INC., and COLOR STAR, LLC, Debtors. Chapter
More informationFiduciary Duty Issues in Private Company M&A
Fiduciary Duty Issues in Private Company M&A The University of Texas School of Law 9th Annual Mergers and Acquisitions Institute Dallas, Texas October 17, 2013 Byron F. Egan Jackson Walker L.L.P. Patricia
More informationSecretary of State Update
Secretary of State Update 2011 LLCs, LPs AND PARTNERSHIPS July 14-15, 2011 Austin, Texas Lorna Wassdorf, Director Business & Public Filings Division 512 463-5591 lwassdorf@sos.state.tx.us New Texas Business
More information12 Corporations: Formation, Operation, Capital Structure, and Liquidation: This chapter is concerned exclusively with entities taxable as C
12 Corporations: Formation, Operation, Capital Structure, and Liquidation: This chapter is concerned exclusively with entities taxable as C corporations. Under the traditional US tax regime, corporate
More informationAuditor s Responsibility Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
Independent Auditor s Report To the Board of Directors of Wipro Limited Report on the Standalone Ind AS Financial Statements At the request of Wipro Limited, the Ultimate Holding Company of Wipro Data
More informationPLANNING UNDER THE TEXAS MARGIN TAX HOW TO SAVE MONEY. Kirk R. Lyda Karen H. Currie Jones Day, 2727 N. Harwood St.
PLANNING UNDER THE TEXAS MARGIN TAX HOW TO SAVE MONEY Kirk R. Lyda Karen H. Currie Jones Day, 2727 N. Harwood St., Dallas, TX 75201 PRELIMINARY INFORMATION If you are having difficulty hearing the webcast,
More informationUpdate on Fiduciary Duty for Privately Held Corporations and LLCs
November 18, 2016 Byron F. Egan Jackson Walker L.L.P. began@jw.com 214.953.5727 Update on Fiduciary Duty for Privately Held Corporations and LLCs DISCLAIMER: This is not intended nor should it be used
More informationflorida ARECS Florida s New Revised Limited Liability Company ( LLC ) Act
Florida s New Revised Limited Liability Company ( LLC ) Act James A Marx, Esq., Marx Rosenthal PLLC, Miami, Florida Previously published in the spring 2015 edition of Action Line Revised May 2016 Florida
More information(Entity that already applies the International Financial Reporting Standards)... II-1
CONSOLIDATED FINANCIAL STATEMENTS December 31, 2016 (Entity that already applies the International Financial Reporting Standards)... I-1 Independent auditor's report... I-3 Consolidated statements of financial
More informationBUSINESS ENTITIES: Schedule C Requirements
BUSINESS ENTITIES: Schedule C Requirements 2015 Texas Land Title Institute Stephen R. Streiff Texas State Counsel Old Republic National Title Insurance Company Houston, TX Stephen R. Streiff is the Texas
More informationCheckpoint Learning (courses available in various media formats)
Course Title Field of Study 2012 FASB Update Accountant's Overview of Financial Management and Auditing Real Estate Transactions and Financial Reporting Developments Changes and Error Corrections for Investments:
More information102B NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS REPORT TO THE HOUSE OF DELEGATES RECOMMENDATION
NO RESOLUTION PRESENTED HEREIN REPRESENTS THE POLICY OF THE ASSOCIATION UNTIL IT SHALL HAVE BEEN APPROVED BY THE HOUSE OF DELEGATES. INFORMATIONAL REPORTS, COMMENTS AND SUPPORTING DATA ARE NOT APPROVED
More informationDiscontinued operations
Financial reporting developments A comprehensive guide Discontinued operations Accounting Standards Codification 205-20 (prior to the adoption of ASU 2014-08, Reporting Discontinued Operations and Disclosure
More informationBYLAWS OF THE IOWA HISTORIC PRESERVATION ALLIANCE ARTICLE I: THE CORPORATION IN GENERAL
BYLAWS OF THE IOWA HISTORIC PRESERVATION ALLIANCE ARTICLE I: THE CORPORATION IN GENERAL Section 1.1. Name. The name of this corporation is Iowa Historic Preservation Alliance d/b/a Preservation Iowa, a
More informationSECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED EMISSIONS SOLUTIONS, INC.
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED EMISSIONS SOLUTIONS, INC. ADVANCED EMISSIONS SOLUTIONS, INC. (the Corporation ) was incorporated under the laws of the State of Delaware
More informationSTATE AND LOCAL INCOME TAX PROVISIONS TECHNICAL SUPPLEMENT
STATE AND LOCAL INCOME TAX PROVISIONS TECHNICAL SUPPLEMENT Teresa M. Dieguez, CPA Vice President of Corporate Tax Wynn Resorts Limited Las Vegas, NV teresa.dieguez@wynnresorts.com Smitha Hahn, CPA Senior
More informationIRA INVESTMENT HOLDINGS, LLC
IRA INVESTMENT HOLDINGS, LLC COMPANY RECORD BOOK 11615 Angus Rd., Austin, TX 78759 Phone - (866) 241-9884 EIN - 82-1234567 COMPANY RECORD BOOK AND GOVERNANCE OF IRA Investment Holdings, LLC a Texas limited
More informationANALYSIS OF THE 2011 AMENDMENTS TO THE DELAWARE GENERAL CORPORATION LAW
8-15-11 Corp.-1 ANALYSIS OF THE 2011 AMENDMENTS TO THE DELAWARE GENERAL CORPORATION LAW By Jeffrey R. Wolters, Esq. and James D. Honaker, Esq., Morris, Nichols, Arsht & Tunnell LLP Wilmington, Delaware
More informationAMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC. VMWARE, INC., a corporation organized and existing under the laws of the State of Delaware (the Corporation ), DOES HEREBY CERTIFY AS FOLLOWS:
More informationTAX INFORMATION 2012
6JAN201217025633 TAX INFORMATION 2012 This booklet contains tax information relevant to ownership of Units of Cross Timbers Royalty Trust and should be retained. (This page intentionally left blank.) Cross
More informationTel: ey.com
Ernst & Young LLP 5 Times Square New York, NY 10036 Tel: +1 212 773 3000 ey.com Ms. Susan M. Cosper Technical Director File Reference No. 2016-270 Financial Accounting Standards Board 401 Merritt 7 P.O.
More informationThe Texas Limited Liability Company - A Possible Alternative for Business Formation
SMU Law Review Volume 46 1993 The Texas Limited Liability Company - A Possible Alternative for Business Formation Matthew W. Ray Follow this and additional works at: https://scholar.smu.edu/smulr Recommended
More informationSections 13 and 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act )
MORRISON & FOERSTER LLP CHECKPOINTS: THE CONSEQUENCES OF CROSSING VARIOUS OWNERSHIP THRESHOLDS WHEN INVESTING B. JEFFERY BELL * This memorandum outlines certain considerations associated with the acquisition
More informationUses and Advantages of Delaware Statutory Trusts and Delaware Limited Liability Companies in Structured Finance Transactions
Uses and Advantages of Delaware Statutory Trusts and Delaware Limited Liability Companies in Structured Finance Transactions Business Transactions, Strategic Planning and Counseling Group Introduction
More informationCHOOSING THE RIGHT LEGAL ENTITY FOR A STARTUP BUSINESS
CHOOSING THE RIGHT LEGAL ENTITY FOR A STARTUP BUSINESS by MAUREEN CRUSH, Esq. Crush & Varma Law Group P.C. Fishkill, NY 1 2 CHOOSING THE RIGHT LEGAL ENTITY FOR A STARTUP BUSINESS Presented by: Maureen
More informationOPERATING AGREEMENT OF RENOWN INSTITUTE FOR HEALTH INNOVATION, LLC
OPERATING AGREEMENT OF RENOWN INSTITUTE FOR HEALTH INNOVATION, LLC This Operating Agreement, is made and entered into by and between Renown Health, a Nevada non-profit corporation, as a Member, DRI Research
More informationVIOCITY REAL ESTATE INVESTMENT TRUST Financial Statements (Expressed in Canadian dollars) For the period from the Date of Inception (January 3, 2017)
Financial Statements For the period from the Date of Inception (January 3, 2017) to June 30, 2017 INDEPENDENT AUDITOR'S REPORT To the Board of Trusteess of Viocity Real Estate Investment Trust: We have
More informationConsolidation and the Variable Interest Model
Financial reporting developments A comprehensive guide Consolidation and the Variable Interest Model Determination of a controlling financial interest (following the adoption of ASU 2015-02, Amendments
More informationSTATE OF RHODE ISLAND
LC00927/SUB A 2011 -- H 5279 SUBSTITUTE A STATE OF RHODE ISLAND IN GENERAL ASSEMBLY JANUARY SESSION, A.D. 2011 A N A C T RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- LOW PROFIT LIMITED LIABILITY
More informationSTATE OF RHODE ISLAND DIVISION OF TAXATION. Business Corporation Tax Corporate Nexus. Regulation CT Table of Contents
STATE OF RHODE ISLAND DIVISION OF TAXATION Business Corporation Tax Corporate Nexus Regulation CT 15-02 Table of Contents Rule 1. Rule 2. Rule 3. Rule 4. Rule 5. Rule 6. Rule 7. Purpose Authority Application
More informationFinancial Reporting Publicly Traded Companies
Financial Reporting Publicly Traded Companies (and why it matters for state tax policy) Angela Pitale NextEra Energy Resources Stephen Kranz McDermott Will & Emery August 19, 2016 What Does GAAP Mean Anyway?
More informationEntity Formation. Michael Weiner. April 20, 2017 PRESENTATION TITLE (EDIT ON MASTER)
Entity Formation Michael Weiner April 20, 2017 When Should I Organize When You are Creating Assets that are Difficult to - Transfer Intellectual Property License Agreements / Third Party Contracts Business
More informationSwiss Company Law. Lukas Handschin
Lukas Handschin Dr. iur., Attorney at Law Professor at the University of Basel Swiss Company Law The book is a translation of «Gesellschaftsrecht in a nutshell» by Lukas Handschin, lawyer in Zurich and
More informationFORMALIZING YOUR FIRM: LLC VERSUS S CORPORATION VERSUS C CORPORATION
better choice for your business. The following is a discussion of the differences that most typically impact our clients. FORMALIZING YOUR FIRM: LLC VERSUS S CORPORATION VERSUS C CORPORATION by Stephanie
More informationThe Netherlands in International Tax Planning Second revised edition. Table of contents
The Netherlands in International Tax Planning Second revised edition Table of contents Chapter 1: General introduction 1.1. What this book is and what it is not 1.2. Tone 1.3. EU law 1.4. Substantial amended
More informationTHE ROLE OF DELAWARE STATUTORY TRUSTS AND DELAWARE LIMITED LIABILITY COMPANIES LIKE-KIND EXCHANGE TRANSACTIONS
THE ROLE OF DELAWARE STATUTORY TRUSTS AND DELAWARE LIMITED LIABILITY COMPANIES IN LIKE-KIND EXCHANGE TRANSACTIONS presented to The American Bar Association s Section of Real Property, Trust & Estate Law
More informationLLC, LLP, PC, LP Business Formation Rules
Vertex Wealth Management LLC Michael Aluotto President Private Wealth Manager 1325 Franklin Ave., Ste. 335 Garden City, NY 11530 516-294-8200 mjaluotto@1stallied.com LLC, LLP, PC, LP Business Formation
More informationFor Preview Only - Please Do Not Copy
Company Agreement, Operating agreement of a limited liability company. 1. The affairs of a limited liability company are governed by its Company Agreement or operating agreement. The term regulations has
More informationNEW YORK CORPORATE TAX REFORM
I. Overview A. Goals NEW YORK CORPORATE TAX REFORM Jeffrey S. Reed Chair, State and Local Tax Department Kilpatrick Townsend LLP (212) 775-8792 jsreed@kilpatricktownsend.com 1. Modernization. In the words
More informationTAX INFORMATION 2013
6JAN201217025633 TAX INFORMATION 2013 This booklet contains tax information relevant to ownership of Units of Cross Timbers Royalty Trust and should be retained. (This page intentionally left blank.) Cross
More informationInvestment Classification Updates & Review
Investment Classification Updates & Review Session # 603 Julie Gann NAIC Senior Manager Accounting & Reporting Supports SAPWG and EAIWG Supports Restricted Asset (E) Subgroup Supports Separate Account
More informationWHAT HAS THE LEGISLATURE DONE TO US NOW? (DON T WORRY IT S NOT TOO BAD!) 2011 TEXAS PROBATE AND TRUST LEGISLATIVE UPDATE
WHAT HAS THE LEGISLATURE DONE TO US NOW? (DON T WORRY IT S NOT TOO BAD!) 2011 TEXAS PROBATE AND TRUST LEGISLATIVE UPDATE Statutory Changes Affecting Probate, Guardianships, Trusts, Powers of Attorney,
More informationTax Exempt and Charitable Planning
Tax Exempt and Charitable Planning Bryan Cave lawyers routinely assist numerous nonprofit and tax-exempt organizations to achieve their missions. Our lawyers also routinely assist individuals interested
More informationThe Marketing Arm Inc. EU-U.S. Privacy Shield: Consumer Privacy Policy
The Marketing Arm Inc. EU-U.S. Privacy Shield: Consumer Privacy Policy Last Updated: November 17, 2016 The Marketing Arm Inc. ( TMA ) respect your concerns about privacy. TMA participates in the EU-U.S.
More informationLIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RECOUP FITNESS, LLC
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RECOUP FITNESS, LLC This Limited Liability Company Agreement of Recoup Fitness, LLC, a Colorado limited liability company ( the Company ), dated and effective
More informationThe New LLC Law in Pennsylvania 24 TH ANNUAL HEALTH LAW INSTITUTE MARCH 14, 2018 LISA JACOBS, ESQUIRE TIM HOY, ESQUIRE
The New LLC Law in Pennsylvania 24 TH ANNUAL HEALTH LAW INSTITUTE MARCH 14, 2018 LISA JACOBS, ESQUIRE TIM HOY, ESQUIRE Background The new LLC law is part of Act 170, which became effective in early 2017.
More informationAUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER The Audit Committee of the Board of Trustees (the Committee ) of Sierra Total Return Fund (the Fund ) monitors the integrity of the financial statements of the Fund and the qualifications,
More informationCHOICE OF ENTITY COMPARISON AND CONTRASTS. The Tax Section of The Florida Bar. Cristin Keane, Carlton Fields, Tampa
CHOICE OF ENTITY COMPARISON AND CONTRASTS The Tax Section of The Florida Bar Cristin Keane, Carlton Fields, Tampa Guy Whitesman, Henderson Franklin, Fort Myers November 16, 2016 1) Introduction-Overview
More informationARTICLES OF INCORPORATION OF LOUISIANA ASSOCIATION OF COLLEGIATE REGISTRARS AND ADMISSIONS OFFICERS, INC. (A LOUISIANA NONPROFIT CORPORATION)
ARTICLES OF INCORPORATION OF LOUISIANA ASSOCIATION OF COLLEGIATE REGISTRARS AND ADMISSIONS OFFICERS, INC. (A LOUISIANA NONPROFIT CORPORATION) The undersigned, acting pursuant to the Nonprofit Corporation
More informationEquity Interests an amendment of GASB Statement No. 14, and are pleased to offer our
Mr. David R. Bean Director of Research and Technical Activities Project No. 36 Governmental Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, CT 06856-5116 Dear Mr. Bean: Members of the American
More informationArticles of Incorporation of the. Association for Theological Field Education
Articles of Incorporation of the We, the undersigned, acting as the incorporators of a corporation under the provisions of the Washington Nonprofit Corporation Act (Chapter 24.03 of the Revised Code of
More informationFORMALIZING YOUR FIRM: LLC VERSUS S CORPORATION VERSUS C CORPORATION
FORMALIZING YOUR FIRM: LLC VERSUS S CORPORATION VERSUS C CORPORATION by Stephanie L. Chandler 1 and Lisa S. Miller 2, Jackson Walker L.L.P. As we work with entrepreneurs in setting up the structures for
More informationCERTIFICATE OF INCORPORATION KKR & CO. INC. ARTICLE I NAME. The name of the Corporation is KKR & Co. Inc. (the Corporation ).
CERTIFICATE OF INCORPORATION OF KKR & CO. INC. ARTICLE I NAME The name of the Corporation is KKR & Co. Inc. (the Corporation ). ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation s registered
More information