Enter to open, tab to navigate, enter to select
Forming and Operating an LLC Toolkit (National and Select States)
Practical Law Toolkit w-035-4621 (Approx. 21 pages)
Forming and Operating an LLC Toolkit (National and Select States)
by Practical Law Real Estate
| Maintained • ExpandCalifornia, Colorado, Delaware...Florida, Georgia, Illinois, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, New York, Ohio, Oregon, Pennsylvania, Texas, USA (National/Federal), Washington |
Resources to help counsel navigate formation and operation of limited liability companies for commercial real estate transactions in certain jurisdictions, including Delaware.
Limited liability companies (LLCs) offer substantial flexibility and combine the liability protection of a corporation with the tax treatment of a partnership. For these reasons, LLCs are popular business entities for commercial real estate investments.
LLCs are formed by filing a simple certificate with the relevant authority in the state of formation and are governed by that state's LLC laws. The members of most LLCs enter into LLC agreements (also referred to as operating agreements) to:
- Document private agreements among themselves.
- Supplement or alter the default rules set out in the applicable LLC laws.
The LLC agreement has many roles. It:
- Defines the company's management structure.
- Describes how the company's profits are allocated and distributed.
- Sets out the agreements among the company's members.
This Toolkit contains links to base LLC agreements for use in documenting a standard LLC. For more information detailing how to customize and draft a more complex real estate joint venture agreement, including many alternative Standard Clauses for heavily negotiated provisions, see:
This Toolkit provides guidance on a jurisdictionally neutral basis and for the following states:
- Delaware (see Delaware).
- California (see California).
- Colorado (see Colorado).
- Florida (see Florida).
- Georgia (see Georgia).
- Illinois (see Illinois).
- Louisiana (see Louisiana).
- Maryland (see Maryland).
- Massachusetts (see Massachusetts).
- Michigan (see Michigan).
- Minnesota (see Minnesota).
- New Jersey (see New Jersey).
- New York (see New York).
- Ohio (see Ohio).
- Oregon (see Oregon).
- Pennsylvania (see Pennsylvania).
- Texas (see Texas).
- Washington (see Washington).
The collection of national and state-specific resources in this Toolkit can help counsel document the creation and operation of an LLC in a given state. Counsel should also consult with local counsel for state-specific customs and laws.