9 Must-Read LLC Operating Agreement Articles

John-CunninghamIf you’re a lawyer who plans, negotiates and drafts operating agreements for LLC formation clients, here are nine articles you’re going to want to check out.

They are written by one of our great faculty members, attorney John M. Cunningham. Mr. Cunningham is of counsel to McLane, Graf, Raulerson & Middleton, P.A. His practice is focused on (1) handling legal and tax issues in the formation of LLCs and other entities for business start-ups; (2) counseling the owners and managers of these entities; and (3) restructuring business entities to enhance business asset protection and obtain tax benefits.


1. How Many Forms do LLC Lawyers Need?

Most LLC lawyers will agree that, second only to their knowledge of the LLC business organization form, the most important asset they need in their LLC formation practice is their LLC forms. So here’s the question: For an LLC formation practice, how many forms do you need? [Read more…]

2. Tax Choice-of-Entity Tables for Attorneys

You can access the table comparing sole proprietorship taxation and Subchapter S, and you can access the table comparing Subchapter K and Subchapter S. [Read more…]

3. LLC and Choice of Entity – The Big Picture

Every LLC Lawyer will agree that the most important threshold task in forming LLCs is a task often referred to as “choice of entity.” But the key fact you have to realize before you undertake any choice-of-entity analysis is that there is, technically, no such thing. [Read more…]

4. What Forms do You Need for Your LLC Formation Practice?

I addressed this question in [a previous] post in my blog, but since that date, my thinking about the question has significantly evolved. My current thinking is that you need five distinct types of forms. [Read more…]

5. What Should Be the Purpose of LLC Model Operating Agreements?

The tools you need the most in your LLC formation practice are model operating agreements. These include general-purpose and special-purpose model agreements. What purposes should these model agreements be designed to fulfill? In my view, they should be designed to provide you with optimum assistance in addressing each of the four main tasks you must perform in forming LLCs. [Read more…]

6. The Subtle Tyranny of the Term “LLC Form”

If you don’t use the right terms in thinking about LLC formation practice, there’s a risk that you won’t properly think about that practice or properly conduct it. [Read more…]

7. Instructing Your LLC Formation Clients about Veil-Piercing

It isn’t enough for business people merely to have a liability shield; they must also take reasonable measures to protect this shield. In my view, lawyers who help clients form LLCs have a duty as a matter of client service to instruct their clients in these measures. [Read more…]

8. Holding LLC Memberships through Single-Member LLCs – A Trap for the Unwary?

In my LLC practice, I often run across LLCs whose ultimate owners hold their LLC memberships through single-member LLCs. They do this because they think that they are obtaining two significant benefits—greater anonymity as LLC owners and an extra layer of statutory liability protection. [Read more…]

9. The Delicate Topic of Billing Clients for LLC Formation Services

For me, and perhaps for many other lawyers who provide LLC formation services, the hardest part of law practice is sometimes not providing these services but billing for them. I suggest the following basic rules for this billing. [Read more…]

For more great LLC operating agreement articles from John, check out his blog.

About the author:

Attorney John M. Cunningham is of counsel to McLane, Graf, Raulerson & Middleton, P.A., New Hampshire’s largest law firm. Licensed in New Hampshire and Massachusetts, his practice focuses on handling legal and tax issues in LLC formations and on converting non-LLC entities to LLCs. Mr. Cunningham was formerly a trial attorney with the Tax Division of the United States Department of Justice and a member of the Foreign Trade and Tax Department in the Chicago office of the international law firm of Baker & McKenzie. He was a principal drafter of the New Hampshire Limited Liability Company Act as originally enacted in 1993 and of the major amendments to that act in 1997. Mr. Cunningham is the author of Drafting Limited Liability Company Operating Agreements, the leading U.S. general (i.e., non-state-specific) LLC practice manual and formbook, published by Wolters Kluwer Law & Business, a global publisher of professional treatises and manuals.