Ultimate LLC Compliance Guide. Michael Spadaccini

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INDEMNIFICATION AND INSURANCE FOR MANAGERS AND OFFICERS

       MEMBERS

       PRINCIPLES OF AGENCY LAW

       FINAL THOUGHTS ON THE PLAYERS

       PART III - The Limited Liability Company Players

       CHAPTER 6 - LLC Ownership and LLC Stock

       EQUITY, OWNERSHIP, STOCK, AND SECURITIES LAWS

       CHARACTERISTICS AND CLASSES OF MEMBERSHIP INTERESTS

       DIVIDENDS

       PRE-EMPTIVE RIGHTS

       MISCELLANEOUS STOCK CONCEPTS

       CHAPTER 7 - Agreements to Control Ownership and Management

       RESTRICTING ADMISSION OF NEW MEMBERS

       EXPELLING MEMBERS FROM THE LLC

       BUYING BACK THE INTERESTS OF DEPARTING MEMBERS

       PART IV - LLC Formalities: Meetings, Minutes, and Resolution of Managers and Members

       CHAPTER 8 - Managers’ Meetings

       IS IT A REGULAR MEETING OR A SPECIAL MEETING?

       IS NOTICE OF THE MEETING REQUIRED?

       IS THERE A MEETING AGENDA?

       ARE FORMAL PROCEDURES REQUIRED?

       ARE THERE ANY VOTING REQUIREMENTS FOR THE MANAGERS?

       CAN MANAGERS ACT WITHOUT A FORMAL MEETING?

       WHO SERVES AS MANAGERS?

       MANAGER LIABILITY AND THE BUSINESS JUDGMENT RULE

       FINAL THOUGHTS ON MANAGERS’ MEETINGS

       ANNUAL MEETING OF MANAGERS CHECKLIST

       CHAPTER 9 - Members’ Meetings

       IS YOUR MEETING ANNUAL OR SPECIAL?

       WHO CAN CALL A SPECIAL MEETING?

       IS NOTICE OF THE MEETING REQUIRED?

       IS A QUORUM REQUIRED?

       WHO CAN VOTE AT A MEMBERS’ MEETING?

       CAN MEMBERS ACT WITHOUT A MEETING?

       ANNUAL MEETING CHECKLIST FOR MEMBERS

       CHAPTER 10 - Minutes of Meetings, Resolutions by Consent, and More Paperwork

       RECORDING MEETINGS OF MANAGERS AND MEMBERS WITH MINUTES

       AN ALTERNATIVE TO MINUTES: WRITTEN CONSENT RESOLUTIONS

       ANNUAL AND PERIODIC REPORTS

       LLC RECORD-KEEPING

       LLC IDENTITY AND INTEGRITY

       LLC PAPERWORK CHECKLIST

       PART V - Lawsuits and Personal Liability Protection

       CHAPTER 11 - Suing and Being Sued as an LLC

       THE LLC SUES

       THE LLC IS SUED

       OWNER SUITS

       FINAL THOUGHTS ON LAWSUITS

       CHAPTER 12 - How to Effectively Manage Your LLC to Maximize Liability Protection

       INTRODUCTION

       DISREGARDING THE LLC ENTITY

       INSTRUMENTALITY/ALTER EGO

       CONTRACT AND TORT CLAIMS

       TAXICAB CASES

      

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