Indemnification for Members and Managers of LLCs Presentation

The other presentation I did for NPRRA in Santa Fe, NM was on indemnification of Members and Managers in LLCs. The presentation is below.

Indemnification is an important concept and is contained in many contracts. However, many business owners do not really know how they work. I presented a series of posts not long ago on the topic starting with What is this Indemnification Provision in my Contract?.

If you have any questions regarding indemnification, or regarding drafting and reviewing contracts […]

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Presenting at NPRRA’s National Conference

Douglas Griess is pleased announce he will be presenting at the National Public Records Research Association (NPRRA) annual national conference in Santa Fe, NM on the 18th of September. The conference is being held at the Inn at Loretto in downtown Santa Fe. You can get updates regarding the conference on their Facebook page: NPRRA Annual Conference.

Mr. Griess will be presenting two topics Friday afternoon.

The first session is Proper Business Succession Planning for Your Business at 2:30 pm which Mr. […]

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Advance Payment, Indemnification, and the Single-Member LLC

The Colorado statues provide that an limited liability company (LLC) member is entitled to be reimbursed for expenses incurred for the company. LLCs can also provide their members, managers, officers, employees, agents, and so on with indemnification for liabilities they incur for the company. While there are limits to the indemnification that can be provided, because LLCs are contractual entities, the indemnification generally has to be granted within the Operating Agreement.

The first thing to keep in mind is that this […]

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Douglas Griess Pleased to Work with National Business Institute (NBI) to Present Parts of “Indemnification and LLCs” CLE on November 25, 2014.

Nationally recognized provider of continuing legal education courses, National Business Institute (NBI),  is providing a video webcast course on Indemnification and LLCs on November 25, 2014. NBI invited Douglas Griess to present on several of the topics, which he agreed to do.

Indemnification is an important issue for members, managers, and others within LLCs. In short, few want to take a job with an LLC unless the LLC will cover them for the liabilities they might incur doing their job […]

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A Simple LLC Mistake That Creates Nightmares

Limited liability companies (LLC) are deceptively easy to form and use.

One of the realities of an LLC is that it is a structure under state law, while it can be taxed many different ways under federal law. This is part of its appeal, and a part of its deceptive complexity. Without some careful planning and work, it has a tendency to create costly mistakes for many small businesses.

One specific situation that can be problematic is when an […]

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Duties of a Director

Shareholders own a corporation, but they do not manage the actual operations of the corporation. The role of management is held by the board of directors. The role and authority of the board of directors is established in the Articles of Incorporation and by statutes. The directors can be shareholders, but they do not have to be. Regardless, the directors have a duty to engage in the management of the business in a way that is in the best interests […]

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Weinstein v. Colborne Foodbotics, LLC: A Difference Between a Corporation and an LLC

Now that it is July, I am circling back to the topic of company start-up and entity structure issues.  In January and February, I highlighted several of the types of business entities:

Business Legal Entities and Structures: Sole Proprietorship
Business Structure and Entities: General Partnerships
Business Structures and Entities: Limited Partnerships
Business Structures and Entities: Limited Liability Companies (LLCs)
Business Structures and Entities: S Corporation
Business Structures and Entities: C Corporation

Today, I will highlight a significant difference between LLCs and Corporations in the context of a […]

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Business Structures and Entities: Limited Liability Companies (LLCs)

A limited liability company (LLC) is an entity organized under the state’s limited liability company statute.  This is done by filing Articles of Organization with the Secretary of State where it is organized.  The owners of an LLC are called members. A limited liability company combines the organizational and structural features of a partnership with the liability limitations of a corporation.  However, this is a simplification.  LLCs are very flexible entity structure types.  LLCs can have one member or […]

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LLCs Taxed as S-Corporations, and Membership Restrictions

When an LLC elects to be taxed as an S-Corp, for tax purposes, the members of the LLC are treated as shareholders of an S-Corp.  Under Colorado statutes, the fact that an LLC member is treated as a shareholder does not alter their designation as a member or restrict how the LLC can operate.  However, there can be serious consequences and conflicts between how the LLC works under its Operating Agreement and the treatment of the members as S-Corp shareholders […]

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LLCs and Tax Consequences, Specifically Self-Employment Taxes

Limited liability companies, (“LLCs”)  are extremely flexible.  For tax purposes they are disregarded.  What that means is that there is no tax status of an LLC in and of itself. Instead, the taxes for an LLC’s revenue is based on the election of the taxpayer for the entity.  As a default, this is as a partnership or, in the case of a single-member LLC, like a sole proprietorship.  But an LLC can elect to be taxed like an S-Corp or […]

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