©2012

Scott Y. Barnes, Professor James R. Burkhard, Joseph D. Clark, Richard C. Handel, Burnet R. Maybank III, Professor Martin C. McWilliams Jr., David A. Merline Jr.

South Carolina Limited Liability Companies and Limited Liability Partnerships, Fourth Edition, takes a hands-on, how-to approach to forming and operating LLCs and LLPs. You will get practical insights on choosing, forming, and operating limited liability entities, valuable analysis of tax and securities issues, and most importantly, practical, easy-to-follow instructions and sample forms for preparing South Carolina LLC and LLP operating agreements.

The Fourth Edition contains nine LLC operating agreements, an agreement of conversion, all of the Secretary of State official LLC and LLP forms, and revisions of practically every chapter since the Third Edition. Best of all, your Fourth Edition entitles you to receive, at no extra charge, a CD containing every operating agreement and links to the Secretary of State website where you can find copies of the official forms found in the book.

Summary of Contents:

Chapter 1: Overview of the South Carolina Uniform Limited Liability Company Act of 1996
Chapter 2: Choice of Entity
Chapter 3: Securities
Chapter 4: Determining a Member’s Distributive Share of the LLC’s Income, Gain, Loss, Deduction or Credit Under Section 704 of the IRC
Chapter 5: Using the LLC and LLP for Professional and Service Organizations
Chapter 6: Operational Issues Affecting LLCs and LLPs
Chapter 7: State Taxation of LLCs
Chapter 8: Using LLCs for Estate Planning
Chapter 9: Single Member LLCs
Chapter 10: LLC Mergers and Conversions

Sample Agreements:

Chapter 11: Manager/Term Operating Agreement
Chapter 12: Manager at Will Operating Agreement
Chapter 13: Member/Term Operating Agreement
Chapter 14: Member at Will Operating Agreement
Chapter 15: Single Member Term Operating Agreement
Chapter 16: Professional Member Managed Operating Agreement
Chapter 17: Professional Manager Managed Operating Agreement
Chapter 18: Non Professional Member Managed Operating Agreement
Chapter 19: Non Professional Manager Managed Operating Agreement
Chapter 20: Agreement of Conversion

Appendix A: LLC Official Forms
Appendix B: LLP Official Forms
Appendix C: 26 CFR 301.7701

SC LLC/LLP, 3rd Ed.