CHAPTER 1: WHY USE A BUSINESS ENTITY?
1.1 NATURE AND SCOPE OF THE UNDERTAKING
1.2 MANAGEMENT STRUCTURE
1.201 In General
1.202 Authority to Bind the Entity
1.203 Centralized Management
1.3 LIABILITY PROTECTION
1.301 Tort Liability
1.302 Contractual Obligations
1.303 Statutory Liability
1.4 TAXATION
1.5 Ease of Transfer of Ownership
1.501 Investors.
1.502 Employee Ownership and Incentives
1.503 Sale of Assets and Interests
1.504 Estate Planning
1.505 Confidentiality of Ownership
1.6 FINANCING CONVENIENCE
1.601 Entity Level Debt
1.602 Bankruptcy Remote Entities
1.7 JURISDICTIONAL ISSUES
1.8 CONVERSION OF REAL PROPERTY TO PERSONAL PROPERTY
1.9 TERMINATION OF AUTHORITY RESULTING FROM HIRING
ILLEGAL ALIENS
CHAPTER 2: COMPARISON OF BUSINESS ENTITIES2.1 INTRODUCTION
2.2 SOLE PROPRIETORSHIPS
2.201 Purpose
2.202 Organization
2.203 Permitted Ownership
2.204 Control
2.205 Duration
2.206 Owner Liability
2.207 Classes of Ownership Interest
2.208 Transfer of Interests and Assets
2.209 Income Tax Treatment
2.210 Advantages
2.211 Disadvantages
2.3 CORPORATIONS
2.301 Purpose
2.302 Organization
2.303 Permitted Ownership
2.304 Owner Liability
2.305 Classes of Ownership Interest
2.306 Transfer of Interests
2.307 Income Tax Treatment
2.308 Advantages
2.309 Disadvantages
2.310 Benefit Corporations
2.4 GENERAL PARTNERSHIPS
2.401 Purpose
2.402 Organization
2.403 Permitted Ownership
2.404 Control
2.405 Duration
2.406 Owner Liability
2.407 Classes of Ownership Interest
2.408 Transfer of Interests
2.409 Income Tax Treatment
2.410 Advantages
2.411 Disadvantages
2.5 LIMITED PARTNERSHIPS
2.501 Purpose
2.502 Organization
2.503 Permitted Ownership
2.504 Control
2.505 Duration
2.506 Owner Liability
2.507 Classes of Ownership Interest
2.508 Transfer of Interests
2.509 Income Tax Treatment
2.510 Advantages
2.511 Disadvantages
2.6 REGISTERED LIMITED LIABILITY PARTNERSHIPS
2.601 Purpose
2.602 Organization
2.603 Permitted Ownership
2.604 Control
2.605 Duration
2.606 Owner Liability
2.607 Classes of Ownership Interest
2.608 Transfer of Interests
2.609 Income Tax Treatment
2.610 Advantages
2.611 Disadvantages
2.7 LIMITED LIABILITY COMPANIES
2.701 Purpose
2.702 Organization
2.703 Permitted Ownership
2.704 Control
2.705 Duration
2.706 Owner and Manager Liability
2.707 Classes of Ownership Interest
2.708 Transfer of Interests
2.709 Income Tax Treatment
2.710 Advantages
2.711 Disadvantages
2.8 BUSINESS TRUSTS
2.801 Purpose
2.802 Organization
2.803 Permitted Ownership
2.804 Control
2.805 Duration
2.806 Owner Liability
2.807 Trustee Liability
2.808 Classes of Ownership Interest
2.809 Transfer of Interests
2.810 Income Tax Treatment
2.811 Advantages
2.812 Disadvantages
2.9 CONVERSIONS AND MERGERS
2.901 Conversion of Limited Partnership into General Partnership
2.902 Conversion of General or Limited Partnership into Registered
Limited Liability Partnership
2.903 Conversion of General or Limited Partnership into Limited
Liability Company
2.904 Conversion of Corporation into Limited Liability Company and
Vice Versa
2.905 Conversion of Domestic Entity into Business Trust
2.906 Merger and Share Exchange of Corporations
2.907 Merger of General Partnership with Limited Partnership,
Limited Liability Company, Business Trust, or Corporation
2.908 Merger of Limited Partnership, Limited Liability Company, or
Business Trust with Corporation
2.909 Merger of Business Trust with Business Trust or Other Entity
2.910 Virginia Real Estate Investment Trusts
2.10 DOMESTICATION AND REGISTRATION OF FOREIGN ENTITIES
2.1001 Domestication of Corporations
2.1002 Domestication of Limited Liability Companies
2.1003 Domestication of Business Trusts
2.1004 Certificates of Authority for Foreign Corporations
2.1005 Registration of Foreign Limited Partnerships
2.1006 Registration of Foreign Limited Liability Companies
2.1007 Registration of Foreign Business Trusts
APPENDIX 2-1: ARTICLES OF INCORPORATION
APPENDIX 2-2: PARTNERSHIP AGREEMENT
APPENDIX 2-3: ARTICLES OF ORGANIZATION OF A LIMITED
LIABILITY COMPANY
APPENDIX 2-4: OPERATING AGREEMENT WITH BUY-SELL
PROVISION AND OPTIONAL MANAGER-MANAGEMENT
PROVISIONS
CHAPTER 3: BASIC TAX CONSIDERATIONS3.1 INCOME TAX RATES
3.101 In General
3.102 American Taxpayer Relief Act of 2012
3.103 Significant Income Tax Provisions of ATRA 2012
3.104 Taxation of Qualified Dividends
3.105 Significant Income Tax Provisions of the Tax Cuts and
Jobs Act of 2017
3.106 Section 199A—The Qualified Business Income
Deduction
3.107 Implications of Tax Rate Changes-A Recent History
3.2 PASS-THROUGH ENTITY VERSUS C CORPORATION
3.201 Initial Considerations
3.3 PASS-THROUGH ENTITIES
3.301 LLC As Entity of Choice
3.302 S Corporation as Entity of Choice
3.303 Advantages of Pass-Through Entity
3.304 Disadvantages of Pass-Through Entity
3.305 Advantages of C Corporation
3.306 Disadvantages of C Corporation
3.4 DISREGARDED ENTITIES
3.401 In General
3.402 Election to Be Taxed as S Corporation
3.403 Qualified Subchapter S Subsidiary
3.404 Multiple-Member Entity
3.405 Conversion from Disregarded Entity to Partnership or
Corporation
3.406 Conversion from Partnership or Corporation to
Disregarded Entity
3.5 MISCELLANEOUS CONSIDERATIONS
3.501 Passive Activity Rules
3.502 Tax Year
3.503 Tax Filings
3.504 Constructive Dividends
CHOICE OF ENTITY CHART Pre-Organization Considerations
Tax Issues
Organizing the Entity
Owners
Operations
Changes in Ownership
Dissociation and Dissolution
Estate Planning Considerations
TABLE OF AUTHORITIES
INDEX