Latest Articles from Jeramie Fortenberry
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LLC Formation
How to properly form an LLC to maximize planning opportunities and liability protection.
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Fiduciary Duties in LLC Operating Agreements
Fiduciary duties are an often-overlooked aspect of LLC law. When forming a new LLC, most founders focus on how profits will be shared and who will control the LLC. If they are well-advised, they will also consider LLC planning strategies, such as how to organize the LLC to maximize liability protection and provide tax efficiency.…
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Partnership Representative
Most multi-member LLCs are taxed as partnerships and must comply with the federal tax rules that apply to partnerships. These rules require the LLC to designate someone—called a partnership representative in the tax law—to represent the LLC before the IRS in an audit. A well-drafted LLC operating agreement will include provisions identifying the partnership representative—also…
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What is a Corporation?
A corporation is a traditional legal structure designed to provide liability protection for owners of the business enterprise.
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Registered Agent
A registered agent is a person or organization that is located in the state where the corporation or LLC (entity) is formed (or, in the case of an entity that was formed in another state and later moved, the state of domestication) and who can receive legal correspondence on behalf of the entity. All new…
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How to Use Disregarded Entities in LLC Planning
Find out how disregarded entities can simplify taxes while accomplishing non-tax goals like liability protection
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What is Veil-Piercing?
If the LLC is not properly formed and operated, the owners may lose this protection. Veil-piercing—originally a corporate concept now applied to LLCs as well—is a judicial remedy used to set aside limited liability and hold business owners personally responsible for business actions or debts. This article discusses veil-piercing and gives practical guidance for avoiding…
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Texas LLC Certificate of Formation
How to form a Texas LLC under the Texas Limited Liability Company Law
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Self-Employment Taxes and Strategies
How service providers and self-employed individuals can use LLCs taxed as S corporations to both avoid double taxation and save self-employment taxes.
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Qualified Small Business Stock
Find out how federal tax law allows startup founders to save millions in taxes on the sale of “qualified small business stock” (QSBS)
