Limited Liability Companies and Partnerships

Limited Liability Companies and Partnerships provides a practical foundation for understanding the formation, operation and tax treatment of today’s most widely used business entities. Designed for attorneys and business advisors, this treatise supports informed entity selection and effective governance.

Publisher: Matthew Bender

Product Format Details Qty
Print Book: 1 volume, softbound 2026 Edition
$399.00
In Stock ISBN: 9798341703339

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Limited Liability Companies and Partnerships equips legal and business professionals with a clear framework for evaluating and working with core business entity structures.

Beginning with the key factors that drive entity choice, the treatise examines liability protection, managerial structure, ownership and transferability, exit rights, business purpose and tax considerations.

Subsequent chapters offer focused analysis of limited liability companies, general partnerships, limited liability partnerships and limited partnerships. Readers are guided through formation requirements, governing and operating agreements, management authority, dissolution and winding up and entity specific tax issues. Throughout, the discussion emphasizes practical considerations that help align legal structure with business objectives.

Authored by Bruce A. McGovern, a longtime educator and practitioner in business organizations and taxation, this Matthew Bender treatise serves as a reliable starting point for professionals seeking a grounded understanding of entity law across jurisdictions.

Key topics include:
• Evaluating liability and risk allocation
• Structuring management and control
• Drafting and interpreting governing agreements
• Understanding transferability and exit options
• Navigating entity level and owner level tax treatment

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Chapter 1 Key Considerations in Choosing an Entity Type
§ 1.01 Choice of Entity Generally
§ 1.02 Limitation of Liability
§ 1.03 Managerial Structure
§ 1.04 Nature of Ownership Interest/Transferability
§ 1.05 Exit Rights
§ 1.06 Nature of the Business
§ 1.07 Tax Treatment Considerations

Chapter 2 Limited Liability Companies
§ 2.01 Introduction and Overview of LLCs
§ 2.02 Forming a Limited Liability Company
§ 2.03 Articles of Organization and Operating Agreement
§ 2.04 Important Considerations
§ 2.05 Dissolution and Winding Up of an LLC
§ 2.06 Tax Treatment Considerations

Chapter 3 Partnerships and Limited Liability Partnerships
§ 3.01 Introduction and Overview of Partnerships and LLPs
§ 3.02 Forming a Partnership
§ 3.03 Acquiring LLP Status: Statement of Qualification/Certificate of Registration
§ 3.04 Partnership Agreement
§ 3.05 Power of Partners/Limitations
§ 3.06 Dissolution
§ 3.07 Tax Treatment Considerations

Chapter 4 Limited Partnerships
§ 4.01 Introduction and Overview of Limited Partnerships
§ 4.02 Forming a Limited Partnership
§ 4.03 Limited Partnership Agreement
§ 4.04 Management Structure of Limited Partnerships
§ 4.05 Liability of Partners in a Limited Partnership for Partnership Obligations
§ 4.06 Transferability of Interests in Limited Partnerships and Rights of Creditors