Foundational Drafting Concepts (15 minutes)
Steps to LLC Formation
Formation Provisions in the Operating Agreement (25 minutes)
Name of Company
Filing of Articles
Address of Company
Need for Qualification to do Business
Licenses and Permits
Company Records to be Kept
Capital Contributions
Ownership Interest Documentation
Management and Voting Provisions(25 minutes)
Member Managed vs. Manager Managed
Manager Powers, Appointment, Resignation and Termination
Officers (If Desired)
"Major Decisions"
Practical Implications of Majority, Super-Majority and Unanimity Voting
Scope of Fiduciary and Other Duties of Manager and Members
Comparison with Governing Provisions for Other Entity Forms
Distribution and Allocation Provisions (25 minutes)
Allocations of Profits and Losses
Distributions - Generally
Payments for Providing of Services or Capital
Break (15 minutes)
Transfer Restrictions, Right of First Refusal, Deadlock, Capital Call and Dissolution Provisions (25 minutes)
Limitations on Transfer
Options and Mandatory Buyouts
Rights of First Refusal, Rights of First Offer
Drag Along, Come Along Rights
Capital Calls
Deadlock Provisions
Dissolution
Drafting (20 minutes)
"Boilerplate" Language/Risks in Using
Employee vs. Independent Contractor (25 minutes)
Determination
IRS Guidelines — 20 Factor Test
Behavior
Financial
Type of Relationship
Individual State Laws
Example: Oregon Revised Statute 670.600
Contract Differences
Non-compete
Confidentiality
Intellectual Property — Work Made for Hire
Termination
Ethical considerations (20 minutes)
Who is your client?
Conflict of interest
