LIMITED LIABILITY COMPANY REPORTER

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LLC-Reporter.Com	LLC CASE AND STATUTORY LAW
Bankruptcy Real Estate SMLLC Chapter 11 Bankruptcy____05-510 Bankruptcy Standing: Creditors Rights____05-202 Bankruptcy: Chapter 11 Filed After LLC Files Articles of Dissolution____04-506 Bankruptcy Dischargeability: LLC Entity____04-213 SMLLC Liquidated in Bankruptcy of it Sole Member____03- 507 Asset Ownership____01-501 Legal Representation: Filing Bankruptcy____01-214 Effect of Dissociation____00-605 Unpaid Employment Insurance Obligation Not Dischargeable____00-307 Limited Liability Companies and The Bankruptcy Code, A Technical View____94-312 Creditors/Debtor Rights Distributions by Insolvent Company: New York Statute of Limitations____05-205 Creditors Rights____05-101 Alter Ego: Jury Trial Denied____04-216 Piercing the Veil: Distributions Which Violate Statute by Creating Insolvency____03-102 California Creditors Rights Legislation____02-514 Piercing the Veil: Fraud Not Necessary____02-406 Reverse Piercing of the Veil: Fraud Not Necessary____02- 401 Caselaw Development____02-203 Personal Liability For Company Lease____02-101 Piercing the Veil: Prejudgment Discovery of Assets____01- 605 Individual Liability: Failure to Pay Wages: Conflicts of Laws____01-406 LLC Discovery Allowed: Grouping Activities to Avoid Passive Loss Treatment____01-211 The Use of the "Creditor's Remedies" Provisions of LLC Acts to Protect Debtor-Members' Assets Preliminary Thoughts____01-113 Ordinary v. Passive Loss Grouping Activities____01- 111 Alter Ego: Civil Conspiracy: Fees____01-107 Creditor Rights: Successor Liability: Receivership____00- 610 Creditors Rights: Charging Order____00-609 Dissociation: Minority Rights Contested Petition to Dissolve LLC____05-514 Minority “Freeze Out”: Statute of Limitations____05-512 Liability of Manager to Members____05-505 Statutory Expulsion____05-501 Exclusion of Minority Members____05-405 Fiduciary Duty Owed As Manager/Partner____05-401 Fiduciary Duty: Self Dealing____04-605 Fiduciary Duty to Company and to Other Members____04-601 Fiduciary Obligation: Burden of Proof: Temporary Injunction And Prejudgment Remedy____04-206 Withdrawal: Financial Consequences____04-105 Court Ordered Dissolution - Unpublished Opinions____03-601 Valuation of LLC: Division of Marital Rights____03-501 Trends - Payment Upon Withdrawal____03-315 Doctrine of Corporate Opportunity____03-206 Distribution Upon Withdrawal____03-201 Dissenters' Rights: Termination for Tax Purposes____02- 104 Membership Termination____01-401 Minority Rights: Dissociation: Forfeiture Avoided____00- 613 Successor Liability: Continuance: New York PLLC____00- 506 Return of Contribution Upon Withdrawal____98-612 Formation and Operation Federal Tax Collections From LLCs____02-612 Agency: Statutory Authority to Bind Utah Company____02- 505 Agency: Actual and Apparent Authority to Bind Texas Company____02-504 Member's Rights to Inspect Delaware LLC Records: "Proper Purpose"____02-501 Transfer Tax - Pennsylvania____02-407 Tax Collector Liable for Costs of Appeal____02-405 Indemnification of Directors, Officers, Employees or Agents____02-312 Asset Transfer to LLC - Not a Sale____02-309 Agency: Authority to Bind Company____02-305 Related Entities Lease Exempt From Tax____02-208 Non-Attorney Representation____02-102 Transfer Tax: Individual to SMLLC____01-603 Transfer Tax: Conveyance of Land to LLC____01- 503 Attorney-Client Privilege: Estate Planning____01-306 Entity Formation by Non-Lawyer____01-213 Grouping Activities Allowed to Avoid Passive Loss Treatment____01- 213 Discovery of IRS Statistics Allowed: Active or Passive Treatment Of Pass Through Loss____01-211 Gift Tax Minority Discount____01-210 Ordinary Loss v. Passive Loss: Grouping Activities____01- 111 Limited Liability Entities and The Fifth Amendment____00- 218 New Tax Regulations Reveal the Consequences of "Checking The Box"____00-104 Preformation Contracts____00-609 Contract Not Affected by Conversion____00-308 Loan or Subscription?____00-308 Missouri Employment Contract Survives Conversion____00- 204 Self-Employment Tax on LLC Members: Will Congress Clean Up the Mess____99-504 Partnership Distinguished: Contribution of Assets____98- 404 LLC Litigation Issues____98-206 The IRS Proposes to Clarify the Consequences: When a Business Elects To Change Its Tax Classification____97-604 Congress vs. IRS: Self Employment Tax and Check-The- Box____97-506 Routine & Aggressive Planning Under The New Proposed Regulations On The Applicability of The Self-Employment Tax To Limited Partners____97-304 The Emergence of Offshore Limited Liability Companies____97- 107 Technical Termination of an LLC [Partnership] Upon A More Than 50% Change in Ownership____96-603 LLCs Take Flight: Limited Liability Companies As The Next Favorite Entity for Aircraft Ownership____96-414 Mergers of Corporations Into LLCs With The LLC Surviving (Private Letter Ruling 9543017)____96-109 The Limited Liability Company: An International Perspective ____95-602 Buy-Sell Agreements and LLCs: Avoiding the Pitfalls ____95- 403 Proposed IRS Regulations Provide Guidance on LLC Self-Employment Issue____95-214 IRS Issues Important Guidance on Self-Employment Income and LLCs____95-211 Limited Liability Companies Tax Classification and Self-Employment Tax____95-102 The Use of Limited Liability Companies for Cross-Border Investments U.S. Tax Planning Opportunities____94-103 Trading Partnerships____93-102 Jurisdiction Practice of Law: Separation of Powers____02-207 Personal Jurisdiction: Managers Implied Consent____01- 604 Standing: Practice of Law: Separation of Powers____01- 502 Diversity Jurisdiction: Award of Cost and Attorney Fees____01- 208 Jurisdiction: Service of Process____00-612 Separate Entity: Standing: Pro Se Representation____00- 608 Diversity____00-606 Jurisdiction: Party in Interest: Tax Matters Member____00- 505 Jurisdiction: Contacts with Texas____00-309 Standing to Sue: Personal Right of Action____00-309 Diversity____98-602 Partnership Distinguished: Legal Representation____98- 405 Liability of Owners and Company Agency: Statutory Authority to Bind Utah Company____02- 505 Agency: Actual and Apparent Authority to Bind Texas Company____02-504 Piercing The Veil: Fraud Not Necessary____02-406 Reverse Piercing of the Veil: Fraud Not Necessary____02- 401 Indemnification of Directors, Officers, Employees or Agents____02-312 Limited Liability: Alter Ego Finding Rejected: Fraud Not Plead____02- 306 Agency: Authority to Bind Company____02-305 Limited Liability: Guaranty in Company Credit Application____02-303 Extension Granted: Section 764 Election to Adjust Basis____02- 112 Personal Liability For Company Lease____02-101 Piercing the Veil: Prejudgment Discovery of Assets____01- 605 Transfer Tax: Individual to SMLLC____01-603 Transfer Tax: Conveyance of Land to LLC____01- 503 Failure to Pay Wages____01-406 Conversion to LLC: Mortgage Registration Tax____01- 404 Individual and Company Liability____01-403 Liability Protection: Pleading____01-215 Grouping Activities Allowed to Avoid Passive Loss Treatment____01-213 Gift Tax Minority Discount____01-210 Alter Ego: Civil Conspiracy: Fees____01-107 Additional Contribution: Limited Liability____00-612 Conveyance: Transfer Tax: Exemptions____00-609 Liability: Failure to Object: Hollowell Affirmed____00- 508 Real Estate Registration Fees: Kansas LLC Pays Again____00- 504 Member Not Liable for Company Note____00-306 Authority to Bind LLC: Implied Authority____00-203 Maryland Attorney General Finds Transfer Tax Exemption____00-202 Wisconsin Taxes Transfer____00-102 Piercing the LLC Veil____99-317 Personal Liability of Members for Their LLC's Tax Penalties____98-507 Operating Agreement Operating Agreement: Termination of Member Employee____02-301 Dissenters' Rights: Termination for Tax Purposes____02- 104 Drafting Limited Liability Company Operating Agreements____01-118 Failure to Agree____01-110 Challenged Amended Operating Agreement: Burden of Proof____01-109 Operating Agreement: Control: Noncompete Clause____00- 607 Operating Agreement: Dissolution and Transfer____00- 411 Operating Agreement: Business Judgment Rule____00- 408 Operating Agreement: Retirement Benefits____00- 308 The Operating Agreement: Oral Modification____98- 509 Securities Securities Law____00-611 Securities: Ownership Interests Held to be Securities____00- 409 Membership Interest Held to be Securities____98-513 Do Single-Member LLCs Need Operating Agreements____97- 313 LLC Interests as Securities ____96-610 Organizing Securities Dealers As Limited Liability Companies____93- 613
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