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Restructuring: Changing Your Choice of Business Entity

Take an in-depth look at the rules, requirements, issues, and opportunities in selecting the best entity type in which to operate a business.

Choosing the right business entity is extremely important for the successful operation of any business. The proper business entity can affect a broad range of issues from tax advantages, management structure, equity arrangements, long-term financing, asset protection, and succession ownership. As a business grows, it may generate a need for properly restructuring the business entity for tax, operational and risk management reasons. This topic will discuss choosing the best business entity, different business entities available to you, reasons to restructure your business entity, how to restructure your business entity, and considerations in restructuring your business entity. This information is critical for any professional advising clients on the right business entity for their business.

Runtime: 88 minutes
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Choosing the Correct Entity Structure

  • Tax Consequences in Formation of a Business Entity, Including, Without Limitation, Income Tax, Estate and Gift Tax, and Property Tax
  • Tax Consequences During Operations
  • Check the Box Regulations
  • Asset Protection
  • Corporations
  • Limited Liability Companies, Including Series LLCs
  • Partnerships
  • Sole Proprietorships
  • State of Formation

Formation and Organization of a Business Entity, Including, Without Limitation, Corporations (C and S), Limited Liability Companies, and Partnerships (General and Limited)

  • Corporate Formation: (I) Articles of Incorporation; (II) Bylaws; (III) Organization Minutes; (IV) Application for Employer Identification Number (SS-4); (V) Registration of Foreign Entity
  • Limited Liability Companies
  • Limited Partnerships
  • General Partnership
  • Sole Proprietorship

Considerations in Restructuring Business Entity

  • Tax and Operational Efficiency
  • Reducing Risk
  • Tangible and Intangible Benefits
  • Changing Entity Type to Accommodate Changes to Management Structure
  • Consolidating Multistate Organizational Structure Into a Single State
  • Establishing Domicile in a Different State to Take Advantage of More Favorable Laws
  • Changing Entity Type in Advance of a Merger, Acquisition, or Investment
  • Maintaining the Same Entity for 1031 Exchange Purposes

Restructuring Business Entities

  • Merger: Two Companies Merge Into One
  • Conversion: One Entity Converts to Another Type of Entity
  • Interest Exchange: Owners Exchange Their Interests in Company a for Interests in Company B
  • Domestication: Company Changes Its State of Incorporation/Organization
  • Division: A Single Company Divides Into Two or More Separate Entities
  • Dissolution and Formation
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More Program Information

Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Ohio, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on February 25, 2019.

Call 1-866-352-9540 for further credit information.

  • AK CLE 1.5
     
  • Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
  • AL CLE 1.5
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.5 hours credit.
     
  • Arizona CLE 1.5
     
  • The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.5
     
  • Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • CT CLE 1.0
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
     
  • HI CLE 1.25
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.25 CLE credit hours.
     
  • IL CLE 1.25
     
  • This course was approved for a total of 1.25 hours of MCLE Credit by the Illinois MCLE Board.
     
  • ME CLE 1.0
     
  • This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.0 hours of CLE credit under M. Bar R. 12.
     
  • MT CLE 1.5
     
  • This program has been approved by the Montana Commission of Continuing Legal Education for a total of 1.5 CLE credits.
     
  • ND CLE 1.5
     
  • North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.5 hours of CLE credit.
     
  • NH MCLE 1.5
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 90 Minutes.
     
  • NV CLE 1.5
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
     
  • PA CLE 1.0
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.5
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
     
  • VT CLE 1.5
     
  • This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hour(s) of CLE credit. Please note: Attorneys may only claim 6 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
     
  • WA CLE 1.5
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of A/V credit under the Law & Legal Procedure category.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     
  • Enrolled Agents 1.0
     
  • This program qualifies for 1.0 hours of Continuing Education Credit for enrolled agents under Treasury Department Circular #230 Section 10.6(g).
     

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Jack S. Johal

Jack S. Johal

The Law Offices of Jack S. Johal

  • Principal of The Law Offices of Jack S. Johal
  • Focuses in the areas of business tax, real estate, estate planning, probate and trust administration
  • Handles the organization, taxation and documentation of the formation, restructuring and dissolution of corporations, partnerships and limited liability companies
  • Has restructured hundreds of business entities, including advising clients with regard to the tax consequences, including without limitation, income tax, estate and gift tax, and property tax consequences
  • Member of the State and Local Tax Committee; chairperson, Legislative Committee, State and Local Tax Committee, vice chair and chair, State Bar Partnership Committee; chairperson, Property Tax Subcommittee, State and Local Tax Committee; American Bar Association Committee on trusts and probate; Sacramento County Bar Association probate and real property sections; and Monterey County Bar Association
  • Received the Five Star Wealth Manager award, 2010-2013, and has achieved the highest rating in the Martindale-Hubbell Law Directory
  • Worked on the development of California's Limited Liability Company Act, the Uniform Partnership Act of 1994 and the California Uniform Limited Partnership Act of 2008
  • Co-wrote the lead article on limited liability companies in the October and December 1994 issues of the California Business Law Reporter
  • Co-wrote the tax chapter of the continuing education of the bar's publication entitled Forming and Operating California Limited Liability Companies
  • LL.M. degree in taxation, New York University School of Law; J.D. degree, Duquesne University School of Law; B.A. degree, Occidental College
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 404979
Published 2019
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