One of the beauties of operating a business through a limited liability company is the ability to streamline and combine the company’s governing documents into one document known as a Limited Liability Company Agreement or Operating Agreement.  These agreements contain material corporate and tax considerations that must be aligned and consistent throughout the document.  This puts a tax professional in a unique, “value-add” position. 

This course will provide an overview of both basic and complex considerations that parties (including tax professionals) need to be cognizant of when preparing and negotiating a Limited Liability Company Agreement or Operating Agreement.  Some of the topics to be discussed will include a discussion on drafting distribution and allocation provisions, management provisions and transfer restrictions.  This presentation will also address equity incentive plans commonly incorporated within a Limited Liability Company Agreement or Operating Agreement, including a profits interest plan. 

The objective of the course is to give attendees an understanding of common, and perhaps some uncommon, pressure points that typically arise in the context of negotiating and drafting a Limited Liability Company Agreement or Operating Agreement.

Learning Objective:

• Understanding the role of the Limited Liability Company Agreement or Operating Agreement in corporate governance matters


• Understanding Different Types of Distribution Schemes


• Understanding and Interpreting Allocations Provisions


• Considerations Regarding Equity Incentive Plans


• Management Provisions


• Transfer Restrictions