Limited Liability Companies in Virginia

Limited Liability Companies in Virginia
Publication Date: 2017 Edition at the Printer
Electronic Forms: 19
Available Formats: Print (591 pages, softcover, 1 volume)
  Electronic (searchable PDF via flash drive, CD, or immediate download)
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Product #: 889

Information

Content Highlights:

  • Formation and Operation
  • Liability and Dispute Resolution
  • Income Tax Classification
  • Non-Classification Tax Issues
  • Securities Law Issues
  • Estate Planning Uses
  • Real Estate and Other Special Uses
  • Crossing State and International Boundaries

2017 Edition At The Printer

Act now to receive the 20% discount plus free shipping benefit that automatic update subscribers receive before the new edition goes on sale to the public. E-mail your name, shipping address, and phone and bar numbers to publications@vacle.org. Please indicate your format preference. You will continue to receive 20% off and free shipping on future updates to the title.

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The LLC remains the “entity of choice” when deciding how to form a business in Virginia, because it offers limited liability and partnership tax treatment, and is ideally suited for estate planning purposes. Limited Liability Companies in Virginia comprehensively covers the law governing limited liability companies, including formation, dispute resolution, taxation, use in estate planning and real estate, and termination. With it, counsel to Virginia business owners will be positioned to advise clients doing business as limited liability companies.

The 2017 edition is current through the 2017 session of the General Assembly as well as recent federal statutes and regulations and state and federal court decisions. It reflects the numerous recent developments affecting limited liability companies, just a few of which are:

  • Rules Governing Partnership Audits—New rules governing partnership audits impose tax liability for adjustments to partnership income on the partnership itself rather than passing the liability through to the partners. The partnership may elect otherwise in certain circumstances.
  • Treatment of Certain Lapsing Rights and Restrictions on Liquidation for Estate, Gift, and GST Tax Purposes—New proposed IRS regulations address the treatment of certain lapsing rights and restrictions on liquidation in the context of valuation of interests in corporations and partnerships for estate, gift, and generation-skipping transfer (GST) tax purposes.
  • Mergers, Domestication, and Entity Conversions—Reorganization and restructuring of Virginia Code provisions covering mergers, domestication, and entity conversions.
  • Self-Employment Taxes on LLC Member Income—New decisions on imposition of self-employment taxes on LLC member income.
  • SEC Regulations—Amendment of SEC Regulation D Rule 504 and repeal of Rule 505.
  • Veil-Piercing—The Virginia Supreme Court in A. G. Dillard, Inc. v. Stonehaus Construction, LLC (2016), affirmed that the standard applicable to corporate veil-piercing also applies to LLC veil-piercing.
  • Reverse Veil-Piercing— Reverse veil-piercing in the context of LLCs was recognized by the U.S. District Court for the Western District of Virginia in Sky Cable, LLC v. Coley (2016).
  • Restoration of LLC Member Voting Rights—While a bankrupt member of an LLC loses the voting rights associated with his or her membership interest pending the bankruptcy proceeding, the member’s voting rights are restored upon dismissal of the petition. In re Virginia Broadband, LLC (2013).
  • Registered Agent for Service of Process—An LLC may designate an officer as its registered agent, allowing service of process on a designated employee of the LLC, other than a member or manager.
  • Access to LLC Records by Electronic Means—An LLC may provide members with access to its records by electronic means as an electronic record on a network or system instead of keeping the records at its principal office.

You may also be interested in:


Contract Law in Virginia

Choosing a Virginia Business Entity

Corporations and Partnerships in Virginia

Virginia Business Torts

Virginia Civil Practice Forms

Virginia Law and Practice: A Handbook for Attorneys

 

Table of Contents

CHAPTER LIST

1. Introduction

2. Formation And Operation

3. Liability and Dispute Resolution

4. Income Tax Classification

5. Non-Classification Tax Issues

6. Securities Law Issues

7. Estate Planning Uses

8. Real Estate And Other Special Uses

9. Crossing State And International Boundaries

CHAPTER 1: INTRODUCTION

1.1 BACKGROUND

1.2 NATURE OF THE LLC

1.3 TERMINOLOGY

1.4 STRUCTURING ISSUES

1.5 NONTAX ISSUES

1.6 TAX ISSUES

1.7 FUTURE OF THE LLC

CHAPTER 2: FORMATION AND OPERATION

2.1 OVERVIEW
        2.101 In General
        2.102 Default Rules
    
2.2 FORMATION OF AN LLC
        2.201 Articles of Organization
        2.202 Ownership and Members
        2.203 Operating Agreement
        2.204 Merger, Domestication, Conversion, Dissolution, and
        Reorganization of LLCs Generally

2.3 MANAGEMENT STRUCTURE
        2.301 In General
        2.302 Managers
        2.303 Manner of Voting
        2.304 Forms of Customized Management
        2.305 Management Authority and Duties
        2.306 Approval of Business Combinations
        2.307 Books and Records

2.4 FINANCIAL ARRANGEMENTS
        2.401 Distributions in General
        2.402 Default Rule
        2.403 Customized Financial Structure
        2.404 Restrictions on Distributions
        2.405 Allocations

2.5 ASSIGNMENTS OF MEMBERSHIP INTERESTS
        2.501 Assignments in General
        2.502 Admission of Assignee as Member
        2.503 Buy-Sell Provisions
        2.504 Security Interests
        2.505 Dissociation

2.6 CONVERSION TO AN LLC; CONVERSION OF AN LLC TO
ANOTHER TYPE OF ENTITY
        2.601 In General
        2.602 Conversion of a Domestic Limited Liability Company
        to a Domestic Stock Corporation
        2.603 Conversion of a Domestic Limited Liability Company
        to a Domestic Business Trust
        2.604 Conversion of a Domestic Stock Corporation to a
        Domestic Limited Liability Company
        2.605 Conversion of a Domestic Nonstock Corporation to a
        Domestic Limited Liability Company
        2.606 Conversion of a Domestic Business Trust to a
        Domestic Limited Liability Company
        2.607 Conversion of a Domestic Partnership to a Domestic
        Limited Liability Company
        2.608 Conversion of a Registered Limited Liability
        Partnership to a Domestic Limited Liability Company
        2.609 Conversion of a Domestic Limited Partnership to a
        Domestic Limited Liability Company
    
2.7 DOMESTICATION OF AN LLC
        2.701 Domestication of Foreign LLC
        2.702 Domestication of Non-United States Entity as LLC
    
2.8 DISSOLUTION AND LIQUIDATION
        2.801 Dissolution Events
        2.802 Effect of Dissolution
        2.803 Methods of Liquidation
        2.804 Articles of Cancellation
        2.805 Involuntary and Automatic Cancellation
        2.806 Application for Reinstatement

APPENDIX 2-1: ARTICLES OF ORGANIZATION

APPENDIX 2-2: ARTICLES OF ORGANIZATION

APPENDIX 2-3: APPLICATION FOR RESERVED NAME OR
RENEWAL OF RESERVED NAME

APPENDIX 2-4: STATEMENT OF CHANGE OF REGISTERED
OFFICE/REGISTERED AGENT

APPENDIX 2-5: STATEMENT OF RESIGNATION OF REGISTERED
AGENT

APPENDIX 2-6: ARTICLES OF ORGANIZATION

APPENDIX 2-7: CONVERSION OF PARTNERSHIP TO LIMITED
LIABILITY COMPANY

APPENDIX 2-8: CONVERSION CERTIFICATE

APPENDIX 2-9: SCC ORDER AND CERTIFICATE OF
ORGANIZATION

APPENDIX 2-10: GUIDE FOR ARTICLES OF AMENDMENT TO
ARTICLES OF ORGANIZATION

APPENDIX 2-11: ARTICLES OF AMENDMENT TO ARTICLES OF
ORGANIZATION

APPENDIX 2-12: OPERATING AGREEMENT WITH BUY-SELL
PROVISION AND OPTIONAL MANAGER-MANAGEMENT
PROVISIONS

APPENDIX 2-13: ARTICLES OF ORGANIZATION—
INGLE-MEMBER COMPANY

APPENDIX 2-14: SAMPLE OPERATING STATEMENT FOR
SINGLE-MEMBER COMPANY

APPENDIX 2-15: UNANIMOUS WRITTEN CONSENT FOR SINGLEMEMBER
LIMITED LIABILITY COMPANY

APPENDIX 2-16: WRITTEN CONSENT IN LIEU OF MEETING OF
THE MEMBERS OF LIMITED LIABILITY COMPANY

APPENDIX 2-17: WRITTEN CONSENT OF A MAJORITY OF THE
MEMBERS OF LIMITED LIABILITY COMPANY

APPENDIX 2-18: UNANIMOUS WRITTEN CONSENT OF THE
MEMBERS TO AMEND THE ARTICLES OF ORGANIZATION
OF LIMITED LIABILITY COMPANY

APPENDIX 2-19: UNANIMOUS WRITTEN CONSENT OF THE
MEMBERS TO ADMIT NEW MEMBER OF LIMITED
LIABILITY COMPANY

APPENDIX 2-20: APPOINTMENT OF PROXY

APPENDIX 2-21: APPOINTMENT OF IRREVOCABLE PROXY

APPENDIX 2-22: ARTICLES OF ORGANIZATION FOR A BOARD
OF MANAGER-MANAGED COMPANY

APPENDIX 2-23: OPERATING AGREEMENT FOR A BOARD OF
MANAGER-MANAGED COMPANY

APPENDIX 2-24: GUIDE FOR ARTICLES OF DOMESTICATION

APPENDIX 2-25: ARTICLES OF CANCELLATION OF LIMITED
LIABILITY COMPANY

CHAPTER 3: LIABILITY AND DISPUTE RESOLUTION

3.1 INTRODUCTION

3.2 LIABILITY
        3.201 In General
        3.202 LLCs Transacting Business in Other States
        3.203 Personal Liability of Members of Foreign LLCs That
        Fail to Register in Virginia
        3.204 Piercing the Entity Veil
        3.205 Parent/Subsidiary Relationships
        3.206 Indemnification
        3.207 Liability During Dissolution or After Termination
        3.208 Liability in Tort
        3.209 Liability in Contract
        3.210 Fiduciary Duties and Associated Liability
        3.211 Insurance
        3.212 Penalty for Failure to Timely Pay Annual Registration
        Fee
        3.213 Conversion of Partnership to Limited Liability
        Company—Liability of General Partner
        3.214 Domestication of Foreign Entity—Effect on Existing
        Liabilities

3.3 DISPUTE RESOLUTION
        3.301 Dissension and Deadlock Among Members
        3.302 LLC as Defendant or Plaintiff
        3.303 Derivative Actions

CHAPTER 4: INCOME TAX CLASSIFICATION

4.1 INTRODUCTION

4.2 HISTORICAL CONTEXT

4.3 CHECK-THE-BOX CLASSIFICATION SYSTEM
        4.301 In General
        4.302 Tier One: Corporations
        4.303 Tier Two: Classification by Choice
        4.304 Default Classification
        4.305 Foreign Entities
        4.306 Election of Tax Classification
        4.307 Late Election Filing

4.4 SINGLE-MEMBER LLCS
        4.401 In General
        4.402 Conversion of Single-Member LLC to Partnership
        4.403 Conversion of Partnership to Single-Member LLC
    
4.5 CLASSIFICATION CHANGE TO OR FROM CORPORATION
        4.501 In General
        4.502 Partnership to Corporation
        4.503 Corporation to Partnership
        4.504 Single-Member LLC to Corporation
        4.505 Corporation to Single-Member LLC
        4.506 Timing of Conversion

4.6 STATE LAW CONVERSION

4.7 VIRGINIA CLASSIFICATION

4.8 EMPLOYMENT AND EXCISE TAXES AND THE SINGLEMEMBER
LLC

APPENDIX 4-1: FORM 8832—ENTITY CLASSIFICATION
ELECTION

CHAPTER 5: NON-CLASSIFICATION TAX ISSUES

5.1 INTRODUCTION

5.2 INCOME TAXATION UNDER SUBCHAPTER K
        5.201 Background
        5.202 Formation of LLC
        5.203 Basis and Distributions
        5.204 Allocation of Liabilities
        5.205 Allocation of Profits and Losses
        5.206 Termination
        5.207 Sales and Exchanges of Interests in LLC
        5.208 Basis Adjustments Under I.R.C. § 743
    
5.3 CONVERSIONS TO AND FROM OTHER ENTITIES
        5.301 In General
        5.302 Conversion From Partnership to LLC
        5.303 Conversion From C Corporation to LLC
        5.304 Conversion From S Corporation to LLC
        5.305 Change Resulting From Change in Number of
        Members
        5.306 Conversion From Partnership Classification to
        Corporation Classification

5.4 SELF-EMPLOYMENT TAX
        5.401 Background
        5.402 Proposed Regulations
        5.403 Single-Member LLCs

5.5 METHODS OF ACCOUNTING
        5.501 Overview
        5.502 Tax Shelter
        5.503 Converted LLC
        5.504 Taxable Year

5.6 PASSIVE ACTIVITY LOSS RULES
        5.601 Background
        5.602 Material Participation
        5.603 Rental Real Estate Activities

5.7 BANKRUPTCY AND WORKOUT ISSUES
        5.701 Overview
        5.702 Cancellation of Indebtedness Income
        5.703 Exceptions to Cancellation of Indebtedness Income
        5.704 Foreclosure or Deed in Lieu of Foreclosure
        5.705 Bankruptcy

5.8 VIRGINIA INCOME TAXATION
        5.801 Taxation of LLC
        5.802 Taxation of Members

5.9 INCOME TAXATION IN OTHER STATES
        5.901 In General
        5.902 Taxation of LLC
        5.903 Taxation of Members

CHAPTER 6: SECURITIES LAW ISSUES

6.1 INTRODUCTION

6.2 ARE MEMBERSHIP INTERESTS IN VIRGINIA LLCS
SECURITIES?
        6.201 In General
        6.202 Investment of Money
        6.203 Common Enterprise
        6.204 Expectation of Profits
        6.205 Profits Derived Solely From Efforts of Others

6.3 APPLICATION OF SECURITIES LAWS TO LLCS,
PARTNERSHIPS, AND CORPORATIONS
        6.301 In General
        6.302 Application to Partnerships
        6.303 Comparison of LLCs to Partnerships and
        Corporations
        6.304 Professional LLCs
    
6.4 STRUCTURING AN LLC TO AVOID CHARACTERIZATION
AS A SECURITY
        6.401 In General
        6.402 Member-Managed LLCs
        6.403 Manager-Managed LLCs
        6.404 Granting Members Access to Information
        6.405 Limiting the Number of Members
        6.406 Manager With Unique Expertise
        6.407 Choosing the Plan of Distribution

6.5 DEFINITION OF MEMBERSHIP INTERESTS AS
SECURITIES BY OTHER STATES

6.6 FEDERAL SECURITIES LAWS
        6.601 In General
        6.602 Section 4(2)
        6.603 Regulation D
        6.604 Filing Requirement
        6.605 Intrastate Offering Exemption

6.7 STATE LAW EXEMPTIONS

6.8 VIRGINIA BLUE SKY LAWS

6.9 PUBLICLY TRADED LLCS

CHAPTER 7: ESTATE PLANNING USES

7.1 INTRODUCTION
        7.101 In General
        7.102 Former Historical Disadvantage: Dissolution Was
        More Likely in an LLC
        7.103 Discounts

7.2 PARTNERSHIP ANTI-ABUSE REGULATION
        7.201 Background
        7.202 Final Anti-Abuse Regulation

7.3 TAX FREE FORMATION
        7.301 In General
        7.302 Investment Company
    
7.4 FAMILY PARTNERSHIP RULES
        7.401 Overview
        7.402 Bona Fide Transaction
        7.403 Capital as a Material Income-Producing Factor
        and Capital Interest
        7.404 Basic Tests as to Ownership
        7.405 Application to Transfer Taxes
    
7.5 SPECIAL VALUATION RULES
        7.501 Transfers of LLC and Partnership Interests
        7.502 Transfers of Interests in Trusts
        7.503 Rights or Restrictions, Including Buy-Sell
        Agreements
        7.504 Lapsing Voting and Liquidation Rights
        7.505 Restrictions on Liquidation
        7.506 Proposed Regulations Concerning Valuation of
        Interests in Corporations and Partnerships

7.6 OTHER TRANSFER TAX ISSUES
        7.601 Annual Exclusion
        7.602 Retained Interests or Powers
        7.603 Circular 230; Advising the Client
        7.604 Defined Value Clauses
        7.605 Disregarded Entities
        7.606 Basis Consistency

7.7 EXAMPLES OF TAX SAVINGS
        7.701 In General
        7.702 Examples of Tax Savings Using Real Estate
        7.703 Example of Tax Savings Using Marketable Securities

7.8 NONTAX BENEFITS OF LIMITED PARTNERSHIPS
AND LLCS
        7.801 In General
        7.802 Management of the Family Assets
        7.803 Reducing Costs and Other Expenses
        7.804 Protection From Creditors
        7.805 Investment Policies
        7.806 Vacation or Ancestral Homes

7.9 CONCLUSION

APPENDIX 7-1: OPERATING AGREEMENT FOR ESTATE
PLANNING PURPOSES

APPENDIX 7-2: PROVISIONS IN THE VIRGINIA LIMITED
LIABILITY COMPANY ACT RELEVANT TO ESTATE
PLANNING

CHAPTER 8: REAL ESTATE AND OTHER SPECIAL USES

8.1 OVERVIEW

8.2 REAL ESTATE TRANSACTIONS
        8.201 Limitation of Liability
        8.202 Pass-Through Taxation
        8.203 Transferring Property to and from LLCs
        8.204 Ownership of Multiple Properties: LLC Holding
        Companies
        8.205 Conversion of Partnerships to LLCs
        8.206 Section 1031 Exchanges
        8.207 Lender Requirements
        8.208 Tenant in Common Syndications

8.3 TECHNOLOGY COMPANIES
        8.301 Introduction
        8.302 Limitation of Liability
        8.303 Income Tax Benefits
        8.304 Management and Control
        8.305 Virginia Business Trusts

8.4 JOINT VENTURES
        8.401 Introduction
        8.402 Traditional Joint Ventures
        8.403 Problems With Traditional Forms
        8.404 Income Tax Benefits
        8.405 Management and Control

8.5 PROFESSIONAL LIMITED LIABILITY COMPANIES
        8.501 The Virginia Professional Limited Liability
        Company Act
        8.502 PLCs in Other States
        8.503 Types of Liability
        8.504 Requirements Under the Professional LLC Act
        8.505 Professional Registration and Certification
        8.506 Management
        8.507 Admission of Members
        8.508 Departure of Members
        8.509 Merger and Conversion
        8.510 Foreign PLCs
        8.511 Miscellaneous Tax Concerns

APPENDIX 8-1: INCUMBENCY CERTIFICATE OR RESOLUTION

APPENDIX 8-2: TITLE INSURANCE SCHEDULE B
REQUIREMENTS

APPENDIX 8-3: PERMITTED TRANSACTIONS ENDORSEMENT

APPENDIX 8-4: “FAIRWAY” ENDORSEMENT FOR LLCs

APPENDIX 8-5: INDEMNITY BOND FROM LLC TO TITLE
COMPANY

APPENDIX 8-6: LLC HOLDING COMPANY STRUCTURE

APPENDIX 8-7: ARTICLES OF ORGANIZATION FOR CONVERSION
OF A DOMESTIC FOREIGN PARTNERSHIP OR LIMITED
PARTNERSHIP TO A LIMITED LIABILITY COMPANY
(FORM 1010.1)

APPENDIX 8-8: ARTICLES OF ORGANIZATION FOR A DOMESTIC
PROFESSIONAL LIMITED LIABILITY COMPANY
(FORM 1103)

APPENDIX 8-9: STATEMENT OF ORGANIZATION FOR A SINGLEMEMBER
DOMESTIC PROFESSIONAL LIMITED LIABILITY
COMPANY

CHAPTER 9: CROSSING STATE AND INTERNATIONAL
BOUNDARIES


9.1 VIRGINIA LLCS DOING BUSINESS IN OTHER STATES
        9.101 National Recognition
        9.102 Qualification in Other States
        9.103 Sanctions

9.2 FOREIGN LLCS DOING BUSINESS IN VIRGINIA
        9.201 Eligibility and Governing Law
        9.202 Procedure
        9.203 Transactions Not Constituting “Doing Business” in
        Virginia
        9.204 Consequences of Transacting Business Without
        Registration or Renewal
        9.205 Mergers Involving Foreign LLCs
        9.206 Domesticating Foreign LLCs and Other Foreign
        Entities
        9.207 Entity Conversion of Foreign LLC Registered to
        Transact Business in Virginia

9.3 INTERNATIONAL TRANSACTIONS
        9.301 Inbound Investment
        9.302 Outbound Investment

APPENDIX 9-1: SCC APPLICATION FOR REGISTRATION AS A
FOREIGN LLC

APPENDIX 9-2: SCC CERTIFICATE OF CORRECTION FOR A
FOREIGN LLC

APPENDIX 9-3: SCC CANCELLATION OF CERTIFICATE OF
REGISTRATION

ANNOTATED SAMPLE OPERATING AGREEMENT

TABLE OF AUTHORITIES

INDEX


Authors

Editor

Allan G. Donn, Willcox & Savage P.C. / Norfolk (Expand/Collapse Bio)

Allan G. Donn, editor of this book and author of Chapter 1, practices primarily in the areas of unincorporated business organization law, taxation, and estate planning. He lectures and writes on those subjects, including numerous articles for The Journal of Passthrough Entities and most recently for the “Shop Talk” section of the February 2015 issue of the Journal of Taxation. He is also a co-author of The Revised Uniform Partnership Act, 2016-2017 edition (Thomson Reuters) and is the author of a chapter on limited liability entities in the Elgar Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (2015). Mr. Donn has been a panelist on the annual ALI webcast on Limited Liability Entities for many years, including March, 2016. He was also a panelist on the 2015 University of Texas Law School Conference on LLCs, LPs, and Partnerships.

Mr. Donn is a member of Willcox & Savage P.C. in Norfolk. He served as the Chairman of the Joint Committee on Limited Liability Companies of the Virginia Bar Association that drafted the Virginia Limited Liability Company Act. He served as the ABA Advisor to the Drafting Committee to Revise the Uniform Partnership Act of the National Conference of Commissioners on Uniform State Laws. He was the Chairman of the Joint Editorial Board on Uniform Unincorporated Business Organization Acts of NCCUSL and the ABA. Mr. Donn was the Reporter for the NCCUSL Study Committee to recommend whether NCCUSL should undertake uniform series entity legislation. He is also the ABA Advisor to the Drafting Committee appointed by NCCUSL for the Uniform LLC Protected Series Act. Mr. Donn is a graduate of the University of Virginia (B.A.), Harvard Law School (LL.B.), and Georgetown University Law Center (LL.M. in Taxation). He is a Fellow of the American College of Tax Counsel, American College of Trust and Estate Counsel, American Bar Foundation, and the Virginia Bar Foundation, and a member of the American Law Institute.

Authors

Neil V. Birkhoff, Woods Rogers PLC / Roanoke (Expand/Collapse Bio)

Neil V. Birkhoff, author of Chapter 4, is a principal in the law firm of Woods Rogers PLC in Roanoke. He is the Chair of the firm’s Tax & Estate Planning Group and is a member of the firm’s Corporate Law Group. Mr. Birkhoff is a Fellow of the American College of Tax Counsel. In addition to practicing law, he is a member of the adjunct faculty of the Washington & Lee University School of Law, where he currently teaches a course on nonprofit organizations. In the Fall 2015 semester, Mr. Birkhoff served as Interim Director of the Washington & Lee Tax Clinic. Prior to joining Woods Rogers, he was a trial attorney with the Tax Division of the U.S. Department of Justice in Washington, D.C., where he handled a wide variety of civil tax litigation matters. Mr. Birkhoff is a Past Chair of the Virginia State Bar’s Section of Taxation and the Virginia Bar Association’s Section of Taxation. He is active in Roanoke Valley community organizations, including service on the boards of directors of Feeding America–Southwest Virginia and Goodwill Industries of the Valleys, Inc. He is a contributing author to several continuing legal education publications on estate planning and tax topics. Mr. Birkhoff received his B.A. with distinction from the University of Virginia, his J.D. from the College of William & Mary, and his LL.M. in Taxation from the George Washington University.

James M. Grosser, Pillsbury Winthrop Shaw Pittman LLP / Washington, D.C. (Expand/Collapse Bio)

James M. Grosser, co-author of Chapter 5, is a partner in Pillsbury Winthrop Shaw Pittman’s tax practice and is located in its Washington, DC office. He focuses on the taxation of partnerships and limited liability companies and in state and local taxation. Mr. Grosser regularly advises clients on negotiating and structuring limited risk investments in real estate ventures, including ventures qualifying for the federal low-income housing tax credit and the federal rehabilitation tax credit. He has extensive experience representing investors in tax credit transactions involving guaranteed and nonguaranteed private investment funds, portfolio acquisitions, and individual property acquisitions by investment funds. He has handled numerous transactions involving the federal rehabilitation tax credit, including transactions involving for profit developers, government instrumentalities, and tax-exempt developers.

In the area of state and local taxation, Mr. Grosser advises clients with respect to a range of state and local tax issues, including income and franchise tax, sales and use tax, real property transfer tax, personal property tax, and tax credits and incentives. He has advised clients regarding the state and local tax consequences of a variety of business transactions, including transactions involving software and e-commerce, outsourcing, aircraft, and real property, and has obtained administrative rulings on behalf of clients. He has also represented clients in resolving tax controversies through administrative proceedings and by voluntary disclosure through the Multistate Tax Commission’s National Nexus Program. Mr. Grosser has represented taxpayers in administrative proceedings before the Internal Revenue Service and in litigation before the U.S. Tax Court.

In addition to his substantive legal background, Mr. Grosser has extensive experience in designing and managing customized web-based extranets to provide clients with continuous access to documents and issues in complex commercial transactions.

Mr. Grosser received his A.B., cum laude, from Dartmouth College, his J.D. from the University of Pennsylvania Law School, and an LL.M. from New York University School of Law. He is admitted to practice in the District of Columbia and Maryland.

Bradley A. Haneberg, Haneberg Hurlbert, PLC / Richmond (Expand/Collapse Bio)

Bradley A. Haneberg, author of Chapter 6, is a partner at Haneberg Hurlbert, PLC, which provides sophisticated corporate and securities guidance to growing clients in a boutique setting. His practice centers on securities regulation, corporate finance, and general corporate representation. In addition to representing U.S. companies of varying size, he has also developed a specialized securities regulation practice focused upon companies located in Asia, South America, and Europe that desire to attract Western capital.

Mr. Haneberg has completed numerous initial public offerings and other corporate transactions for U.S. and international companies with diverse business lines, including real estate development (REITs), environmental design, international shipping, biotechnology, agriculture, investment services, medical equipment design, software development, and oil field services through access to U.S. markets. Mr. Haneberg earned a B.A. in political science and psychology from the College of William and Mary and a J.D. from the University of Tennessee School of Law. He is licensed as an attorney in Virginia and Tennessee and as a solicitor in England and Wales (not practicing) and the British Virgin Islands. He taught securities law as an adjunct professor at the University of Richmond School of Law and is a frequent speaker on various securities matters.

R. Neal Keesee, Jr., Woods Rogers PLC / Roanoke (Expand/Collapse Bio)

R. Neal Keesee, Jr., author of Chapter 3, is of counsel with Woods Rogers PLC. Mr. Keesee focuses his practice on business and corporate matters, intellectual property and computer law, banking, estate planning, tax, and real estate law. Mr. Keesee earned a B.S. in accounting from Virginia Polytechnic Institute and State University, magna cum laude, in 1985 and a J.D. from the Marshall-Wythe School of Law (Order of the Coif) in 1988.

Mr. Keesee is a frequent speaker on topics of interest to business owners and has authored chapters in the BNA’s Corporate Practice Series. Mr. Keesee also serves on the Al Pollard Memorial Foundation Board. He is listed in Best Lawyers in America and Virginia Business’ “Legal Elite” in both business law and intellectual property and was nominated for “Small Business Advocate of the Year” in 2007 and 2011 by the Roanoke Regional Chamber of Commerce.

Robert S. Logan, Pillsbury Winthrop Shaw Pittman LLP / Washington, D.C. (Expand/Collapse Bio)

Robert S. Logan, co-author of Chapter 5, is a special counsel in the law firm’s Tax practice, providing tax counsel covering a wide range of corporate, partnership, and exempt organization tax issues. Particular areas of emphasis include providing advice to real estate investment trusts (REITs) on planning and compliance issues, providing tax counsel to REITs and other clients in public and private securities offerings, and negotiating and structuring real estate limited partnership investments qualifying for the federal low-income housing tax credit. A recent representative project involved a merger of publicly traded REITs. Mr. Logan’s practice also includes counseling public and private nonprofit organizations in obtaining tax-exempt status and advising these organizations concerning the legal issues that arise in their programs and operations.

Mr. Logan received his B.S. from the University of Maryland and his J.D., with highest honors, from the George Washington University Law School, where he was a member of the Order of the Coif and Law Review. He is admitted to practice in the District of Columbia and Virginia. His professional affiliations include the American Bar Association, Section on Taxation; the District of Columbia Bar, Section on Taxation; and the National Association of Real Estate Investment Trusts.

Charles V. McPhillips, Kaufman & Canoles, P.C. / Norfolk (Expand/Collapse Bio)

Charles V. (“Chuck”) McPhillips, author of Chapter 9 and author of the annotated sample operating agreement, is a partner in the commercial law section of Kaufman & Canoles, P.C. He concentrates his practice in corporate and business law, mergers and acquisitions, public-private partnerships, and international transactions. Mr. McPhillips is a Fellow of the Virginia Law Foundation and is perennially listed in Best Lawyers in America and Virginia’s Legal Elite. He is AV® rated by Martindale Hubbell. Mr. McPhillips graduated magna cum laude from Hampden-Sydney College in 1982, where he was elected to Phi Beta Kappa and Omicron Delta Kappa National Leadership Society. Mr. McPhillips attended the University of Virginia School of Law, where he was elected to the Order of the Coif upon his graduation in 1985. He is President of Greater Norfolk Corporation, a Trustee of Hampden-Sydney College, Chairman of the James Barry Robinson Home for Boys Trust, and a member of the Board of Directors of the Catholic Community Foundation, an affiliate of the Diocese of Richmond.

Mr. McPhillips served as Founding Chairman of Saint Patrick Catholic School and continues to serve on its Board of Directors. He is the immediate past Chairman of the McMahon-Parater Foundation, past Chairman of the Virginia Stage Company, and a past Chairman of the International Practice Section of the Virginia State Bar. He lectures frequently to lawyer and nonlawyer audiences on various business and international law topics.

Thomas D. Morton, Pillsbury Winthrop Shaw Pittman LLP / Washington, D.C. (Expand/Collapse Bio)

Thomas D. Morton, co-author of Chapter 5, is a partner in the law firm’s Tax practice and is located in the Washington, D.C. office. He has been extensively involved in structuring tax-advantaged equity investment transactions throughout the United States. His work has primarily focused on representing corporate investors in projects qualifying for the low-income housing tax credit or the historic rehabilitation tax credit, and more recently structured several dispositions of large portfolios of interests in low-income housing tax credit properties. Mr. Morton has also served as an arbitrator in resolving disputes between developers and equity investors in low-income housing tax credit projects.

Mr. Morton’s experience also includes providing federal income tax and financing advice in connection with projects intended to qualify for the energy investment tax credit and the production tax credit for electricity produced from renewable resources, including advising clients regarding the energy credit/cash grant program. His energy-related work has included providing tax structuring advice in connection with projects combining energy credits with other federal income tax credits and energy credit facilities with taxexempt involvement. Mr. Morton is also experienced in representing investors in transactions qualifying for the historic rehabilitation tax credit and the new markets tax credit.

In addition to his tax credit-related investment work, Mr. Morton has represented corporations, airlines, and financial institutions serving as lessors, lessees, and lenders in leveraged, operating, and synthetic equipment leasing transactions involving aircraft, railcars, computer systems, and other equipment.

Mr. Morton received his B.S., summa cum laude, from Manhattan College, his J.D. from Cornell Law School, where he was a member of the Order of the Coif and Law Review, and his LL.M. from New York University School of Law.

Mr. Morton is admitted to practice in the District of Columbia and New York. His professional affiliations include the District of Columbia Bar Association, Section on Taxation and the Advisory Board for the Journal of Tax Credits. His publications include “Impact of a Minimum Yield Guaranty on LIHTC Investments, Part 1,” Novogradac Journal of Tax Credits, Volume I, Issue VIII (August 2010) and “Impact of a Minimum Yield Guaranty on LIHTC Investments, Part 2,” Novogradac Journal of Tax Credits Volume I, Issue IX, September 2010).

Neil L. Rose, Willcox & Savage, P.C. / Virginia Beach (Expand/Collapse Bio)

Neil L. Rose, author of Chapter 7, is a partner in the Virginia Beach office of Willcox & Savage P.C., where he practices primarily in the areas of tax law, business organization, and estate planning and administration. Mr. Rose received his B.S. in Commerce from the McIntire School of Commerce at the University of Virginia and his J.D. from the University of Virginia Law School, where he served as Notes Editor of the Virginia Tax Review, and a Masters in Taxation degree from Georgetown University Law Center. He has served as Chair of the Tax Section of the Virginia State Bar and as Chair of both the Elder Law Section and the Tax Section of the Virginia Bar Association. While Mr. Rose was a U.S. Treasury Special Honors Attorney from 1983 until 1987, he worked in the National Office of the Internal Revenue Service. He is included in The Best Lawyers in America. Mr. Rose is a member of the Norfolk-Portsmouth, Virginia Beach, Virginia, and American Bar Associations and a long-time board member and past president of the Hampton Roads Tax Forum. He has been a frequent speaker on LLC, taxation, and estate planning topics before groups ranging from community groups to Virginia CLE, the Virginia AICPA, and the ABA tax section.

Roderick W. Simmons, Hirschler Fleischer, P.C. / Richmond (Expand/Collapse Bio)

Roderick W. Simmons, author of Chapter 8, is a member of Hirschler Fleischer, P.C. He practices in the areas of mergers and acquisitions, general corporate law, employment law, and estate planning. Mr. Simmons earned a B.A. in Government from the University of Virginia with high distinction (Phi Beta Kappa) and a J.D. from the Marshall-Wythe School of Law at the College of William & Mary. He has written and lectured frequently to lawyers and nonlawyers on various business, employment, and estate planning topics.

C. Brandon Spalding, Jr., Hirschler Fleischer, P.C. / Richmond (Expand/Collapse Bio)

C. Brandon Spalding, Jr., author of Chapter 2, is a partner in the Richmond office of Hirschler Fleischer, P.C., where he practices primarily in the areas of privately held businesses, mergers and acquisitions, and investment management. Mr. Spalding received his B.A. in History from the University of Virginia and his J.D. from Emory University School of Law, where he served as a Managing Editor of the Bankruptcy Developments Journal. He is a member of the Richmond Bar Association, in which he served as a past member of the Finance Committee, the Virginia Bar Association, and the American Bar Association. He was selected as a “Rising Star” in the Business/Corporate category by Virginia Super Lawyers (Thomson Reuters 2014).

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