Limited Liability Companies and Limited Liability Partnerships

Thomas A. Humphreys

• Publisher: Law Journal Press
• Year: 2026
• Topic: Law
• eBook ISBN:
  9781588522658
• Subtopic: Corporate Law
• Index: Law

"A very good and comprehensive book.... Corporate lawyers should seriously consider reviewing Humphrey's text and adding it to their libraries or offices."
—New Jersey Lawyer Magazine

The limited liability company and limited liability partnership may be the most significant organizational developments in American business since the advent of the corporate tax. Find out why countless businesses have adopted these "super pass-through vehicles" to avoid taxation at the corporate level while retaining limited liability and whether you should too.

Limited Liability Companies and Limited Liability Partnerships explains why the LLC and LLP are taking the place of Subchapter S and Subchapter C for all but very large, publicly held companies. Beginning with "What a Nontax Lawyer Needs to Know" about partnership tax rules, it provides step-by-step explanations of how to create an LLC or LLP. You'll also find in-depth analysis of related ERISA provisions, the IRS's "check-the-box" regulations, tax, nontax, estate planning and accounting considerations, as well as federal and state statutory citations and tables.

The LLP and LLC have far-reaching implications for investors, professionals and most corporations, joint ventures and partnerships. This comprehensive treatment will help you position yourself and your clients to make the most of these organizational structures.

Book #00640; looseleaf, one volume, 1,000 pages; published in 1998, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-077-7.

Table of contents

• Title
• Copyright
• Dedication
• Foreword
• CHAPTER 1: Introduction to Limited Liability Companies and Limited Liability Partnerships
• CHAPTER 2: Choosing a Structure
• CHAPTER 3: Forming an LLC
• CHAPTER 4: Operation of an LLC
• CHAPTER 5: Tax Treatment of an LLC or LLP: Entity Classification and Consequences
• CHAPTER 5A: Tax Treatment of an LLC or LLP That Is a ­Partnership for Federal Income Tax Purposes: Operational ­Considerations for Non-Tax Lawyers
• CHAPTER 5B: Tax Treatment of an LLC or LLP: Practical Applications and Special Tax Regimes
• CHAPTER 5C: The New Deduction for Qualified Business Income
• CHAPTER 6: Dissolution of an LLC
• CHAPTER 7: Special Issues Relating to LLPs
• CHAPTER 7A: LLCs for Medical Professionals
• CHAPTER 7B: LLCs in Entertainment
• CHAPTER 8: LLCs as Pooled Investment Entities
• CHAPTER 9: Securities Law Issues
• CHAPTER 10: Estate and Gift Tax Issues
• APPENDIX A Formation and Foreign Registration Documents
• APPENDIX B Sample LLC Operating Agreement
• APPENDIX C Sample Equity Compensation Plan
• APPENDIX D IRS Form 8832—Entity Classification Election
• APPENDIX E IRS Form 1065—Schedule K-1— Partner’s Share of Income, Deductions, Credits, etc.
• APPENDIX F IRS Form 1065—U.S. Return of Partnership Income
• APPENDIX G-I Check-the-Box Regulations
• APPENDIX G-II IRS Notice 2004-68—Foreign Business Entities Classified as Corporations
• APPENDIX H Limited Liability Entity Internet Resources
• APPENDIX I Comparison of Selected Provisions of the Delaware, Nevada and Texas Limited Liability Company Statutes
• APPENDIX J The Delaware Limited Liability Company Act
• APPENDIX K Sample Single Member Limited Liability Company Agreement
• APPENDIX L IRS Publication 3402—Tax Issues for Limited Liability Companies
• APPENDIX M State Tax Treatment of LLCs and LLPs
• APPENDIX N Sample of LLC Merger Agreement (New York)
• APPENDIX O-I Comparison of Limited Liability Companies (LLCs) and Limited Partnerships (LPs)
• APPENDIX O-II Delaware LLC vs. Delaware LP — Fiduciary Duty Waiver Comparison
• INDEX