SINCE 1974
Before forming an LLC, it is important to understand how it will be structured and managed. LLCs offer business owners complete flexibility to create unique management structures. This includes choosing officer titles, delegating management responsibilities, and structuring ownership interest. Here we breakdown common management and ownership structures for LLCs, including who the LLC Members and […]
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An incorporation lawyer specifically focuses on the laws surrounding the business of forming and maintaining corporations and LLCs. An incorporation lawyer can help ensure that your company is properly formed and in good legal shape. But not everyone needs to hire a lawyer to help form their company.
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Many companies are LLCs. While the abbreviation can be spotted at the end of many company names, it’s understandable that you might not be entirely clear on what, exactly, an LLC is and its purpose. Each state has its own unique statutory law that sets forth requirements to form a Limited Liability Company (hereinafter “LLC” […]
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We often get questions about LLC stockholders, bylaws, stock certificates, directors, minutes and sometimes a Limited Liability “Corporation.” It’s understandable to have questions about how LLCs are structured and operate. Here’s what you need to know. Do LLCs have stock? Typically, “stock” is not the term used for LLC ownership shares. In most LLCs, the […]
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One person can form an LLC in Delaware. These LLCs are known as “single-member LLCs”. You can use a single-member LLC for everything from financing real estate transactions to solo consultant practices. Why Create a Single Member LLC Operating Agreement? Despite having only one member, it is still wise for single-member LLCs to have a […]
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In both single-member and multi-member LLCs, the owners need to have a plan for what happens in the event that a member dies. Should the LLC continue or should it automatically trigger cancellation? Who has the right to buy the deceased member’s interests? Do family members obtain voting rights or just assignment of distributions? These […]
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Keep your Delaware LLC from sinking prematurely as a result of member business divorce. Plan ahead for inevitable partnership disputes by drafting membership prenuptial provisions from the outset. In this article we teach you the vernacular of LLC member buyout options, such as “Baseball” versus “Shotgun”, “Tag-Along” versus “Drag-Along”, and “Rights of First Refusals” versus “Rights of First Offers”. These are ways […]
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The issue of when interests in an LLC can be transferred or bought, and by whom, and with what restrictions, is an issue that must be covered in an Operating Agreement. It is natural for business owners to be optimistic and overlook the possibility that the company may fail to live up to their initial […]
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In order to explore what makes corporations and LLCs different, it is important to first note the one primary way in which they are similar: both have a barrier that prevents business debtors from collecting against the personal assets of an owner. This means the owners’ personal assets are not available for collection by a […]
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The American Bar Association tackles Delaware LLC operating agreements and general business practices in a new article featuring IncNow President, John Williams. Williams serves as a key contributor in “Operating Agreements Today: The Foundation to Avoid Controversy Tomorrow,” found in the ABA’s Probate & Property magazine. The passage outlines common oversights when forming an LLC, […]
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How is the change in membership documented? Typically, the names of LLC members are not filed with the State of Delaware, therefore there is no amendment that needs to be filed with the Delaware Division of Corporations or your Registered Agent to add or remove members from a Delaware LLC. The names of the members […]
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For acquisitions or refinancings over $5 Million, the borrower may be able to obtain more competitive interest rates though Commercial Mortgage Backed Securities (“CMBS”) loans instead of traditional bank financing. CMBS loans meet special requirements allowing them to be bundled and sold in blocks on capital markets. Usually income properties with tenants are the most […]
Continue Reading The Operating Agreement that you sent me outlines ownership and voting rights of the members, etc. It would seem to me this document needs to be filed. Who do I send this to? Dear Customer, You do not need to return a signed copy of your Operating Agreement to your registered agent or the State of Delaware. […]
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“I want to start a LLC and one of my investors is a disabled veteran. Can I state that my company is a disabled veteran owned business?” Dear Customer, Usually the majority of owners (51%) need to be part of the qualifying category to be recognized as a disabled veteran-owned business. That also applies to […]
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Serial entrepreneurs should consider the Delaware Series LLC, the most cutting-edge type of business on the market. While it is advisable to set up a new LLC for each different business interest, if the cost of managing a dozen or more companies is overwhelming, consider another alternative: the Series LLC. Are you someone who is […]
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“One of the Members of my Delaware LLC is no longer active in the company. What records do I need to update to reflect this change?” Because the names of the LLC members are not usually filed with the State of Delaware, there is no “amendment” that needs to be filed with the Division of […]
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IncNow’s Complete and NOW Delaware LLC packages include the documents your LLC will need to get started. In your package of formation documents, you will receive your Certificate of Formation that shows your company has been filed and Operating Agreement, which lays out the agreed-upon terms of the LLC’s operations and its ownership. An LLC […]
Continue ReadingDelaware Courts will enforce your Delaware LLC Operating Agreement as written. It’s important to document the essential business understanding from the outset. Anyone starting an LLC in Delaware should have a written Delaware LLC Operating Agreement detailing the management and ownership structure. An LLC Agreement is required in Delaware and although the verbal agreement is legal, […]
Continue ReadingA few years ago, pressure from U.S. Treasury and International countries prompted Delaware to require a “communications contact” for each LLC formed in Delaware. A 2014 Amendment clarified what is required of this communications contact, including access to ownership and management contact information. What is a Communications Contact for a Delaware LLC? Before these 2014 […]
Continue ReadingWhen financing real estate projects over $3,000,000 from across the country, often the best rates are available when Commercial Mortgage-Backed Securities (CMBS) loans are used instead of traditional bank financing. We have seen these requests made for a variety of business properties such as storage facilities, student housing, multi-family housing, retail centers and commercial office […]
Continue ReadingOn October 24, 2013, John Williams will be presenting a national teleconference on the Series LLC. It is designed to be an advanced continuing legal education seminar for attorneys from across the country. It is an honor to be asked to present to such a wide audience of attorneys. A few months back, John Williams […]
Continue ReadingDelaware is one of the best states that offers the self-funded Asset Protrction Trust (“APT”). This trust is designed to protect assets from future creditors, yet provide an income benefit to you, the donor. This is a trust commonly used by medical and dental professionals, executives, business owners, to hedge against future business and professional […]
Continue ReadingJohn Williams will be presenting a “hot topics” conference call with the American Bar Association’s Real Property Trusts and Estates Section’s subcommittee on Partnerships and LLCs to discuss why attorneys SHOULD use series LLCs in real estate transactions. This call is tentatively scheduled for mid January, 2013. Items to be discussed will include common applications […]
Continue ReadingBob is deciding between a limited liability company (“LLC”) and a Corporation (“Inc.”) and he first “does his homework” to see what documents are included with the package. Bob notices the “complete LLC” includes a certificate of formation on file with the Division of Corporations and an internal LLC operating agreement. He may realize that […]
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