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Business Organizations in Tennessee: Guidance and Legal Forms for Startups

Your One Reference Source for Major Forms of Tennessee Business Organizations, Fully Updated in this 3rd Edition

Are you up to speed on Tennessee business law and limited liability companies? Here's the one and only source for the information you need on all of the major forms of doing business in Tennessee -- including limited liability companies and limited liability partnerships.

Written by business law attorney Richard Spore, member of the Memphis law firm of Bass, Berry & Sims, this powerful tool assists you in planning and implementing a business start-up strategy. It takes you through all the phases of formation and operation of Tennessee corporations, limited partnerships, general partnerships, and limited liability companies.

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Table of Contents:

Chapter 1: Choosing a Form of Business Entity
I. Introduction: Nature and Goals of the Business 1-1
II. Management and Governance of the Enterprise 1-2
III. Liability Considerations 1-7
IV. Financing Considerations 1-10
V. Continuity and Ownership of the Firm 1-12
VI. Tax Considerations 1-14

Chapter 2: Corporations
I. Formation 2-1
II. Financing and Capital Considerations 2-4
III. Liability 2-10
IV. Management and Governance 2-14
V. Distributions 2-28
VI. Taxation 2-29
VII. Dissolution 2-32

Chapter 3: General Partnerships
I. Formation 3-1
II. Financing and Capital Considerations 3-5
III. Liability 3-6
IV. Management and Governance 3-7
V. Distributions 3-10
VI. Taxation 3-11
VII. Dissolution 3-13

Chapter 4: Limited Partnerships
I. Formation 4-1
II. Financing and Capital Considerations 4-4
III. Liability 4-6
IV. Management and Governance 4-7
V. Distributions 4-11
VI. Taxation 4-12
VII. Dissolution 4-14

Chapter 5: Limited Liability Companies
I. Formation 5-1
II. Financing and Capital Considerations 5-9
III. Liability 5-13
IV. Management and Governance 5-16
V. Distributions 5-28
VI. Taxation 5-29
VII. Dissolution 5-31
VIII. Revised Limited Liability Company Act 5-35

Chapter 6: Limited Liability Partnerships
I. Formation 6-1
II. Financing and Capital Considerations 6-4
III. Liability 6-4
IV. Management and Governance 6-6
V. Distributions 6-6
VI. Taxation 6-6
VII. Dissolution 6-6

Chapter 7: Professional Corporations and Professional Limited Liability Companies
I. Introduction 7-1
II. Formation and Ownership Restrictions 7-1
III. Tax Issues 7-5
IV. Liability Differences 7-6

You also get a complete set of forms on paper and on CD-ROM
Form 2.1 Charter
Form 2.2 Actions Taken by Written Consent of Incorporator [Organizational]
Form 2.3 Actions Taken by Written Consent of the Board of Directors [Organizational]
Form 2.4 Subscription Agreement — Short Form
Form 2.5 Subscription Agreement — Long Form
Form 2.6 By-Laws
Form 2.7 Shareholder Agreement (Shareholders Employed in Business)
Form 2.8 Shareholder Agreement (Majority Shareholder Not Employed in Business)
Form 2.9 Sample Charter Provision Authorizing Preferred Stock
Form 2.10 Voting Trust Agreement
Form 2.11 Employment and Noncompete Agreement
Form 2.12 P.C. Charter
Form 2.13 P.C. Actions Taken by Written Consent of Incorporator [Organizational]
Form 2.14 P.C. Actions Taken by Written Consent of the Board of Directors [Organizational]
Form 2.15 P.C. By-Laws
Form 2.16 Approval of Shareholders to Corporate Dissolution
Form 2.17 Officer’s Certificate to Accompany IRS Form 966
(Corporate Dissolution or Liquidation)
Form 2.18 Articles of Dissolution
Form 2.19 Articles of Termination of Corporate Existence
Form 2.20 Form Shareholder Written Consent
Form 2.21 Form Director Written Consent
Form 2.22 Resolution Approving Director/Officer Conflict of Interest Transaction
Form 2.23 Form Joint Shareholder and Director Written Consent
Form 2.24 Resolution Approving [Purchase] [Sale] of Assets
Form 2.25 Resolution Approving [Stock] [Membership Interest] Redemption
Form 2.26 Resolution Approving [Stock] [Membership Interest] Issuance
Form 2.27 Resolution Approving [Purchase] [Sale] of Real Property
Form 2.28 Resolution Approving Establishing Executive Committee of Board
Form 2.29 Resolution Approving Election of [Officers] [Managers] and [Directors] [Governors]
Form 2.30 Resolution Approving Issuance of Equity Interest to Key Employee
Form 2.31 Resolution Approving Amending [Charter] [Articles of Organization]
Form 2.32 Resolution Approving Amending [By-Laws] [Operating Agreement]
Form 2.33 Resolution Approving Stock Split
Form 2.34 Resolution Approving [Dividend] [Distribution] and Executive Compensation
Form 2.35 Resolution Approving [Lending] [Borrowing]
Form 2.36 Resolution Approving Amending [Charter] [Articles] to Create a New Class of Equity
Interest and Approving Subscription Therefor
Form 2.37 Secretary’s Certificate
Form 2.38 Indemnity Agreement
Form 3.1 Simple General Partnership Agreement
Form 4.1 Certificate of Limited Partnership
Form 4.2 Simple Limited Partnership Agreement
Form 4.3 Certificate re: Partnership Documents
Form 5.1 Articles of Organization [Old Act]
Form 5.2 Articles of Conversion
Form 5.3 Actions Taken by Written Consent of the Organizer(s) [Organizational]
Form 5.4 Actions Taken by Written Consent of the Members and Board of Governors [Organizational-Board Managed]
Form 5.5 Actions Taken by Written Consent of the Members [Organizational-Member Managed]
Form 5.6 Operating Agreement [Board Managed – Old Act]
Form 5.7 Operating Agreement [Member Managed – Old Act]
Form 5.8 Operating Agreement [Single Member – Old Act]
Form 5.9 P.L.L.C. Articles of Organization
Form 5.10 Operating Agreement of Professional Limited Liability Company
(Member Managed) [For Medical P.L.L.C.s]
Form 5.11 Approval of Members to LLC Dissolution
Form 5.12 Notice of Dissolution
Form 5.13 Articles of Termination
Form 5.14 Form Board of Governors Written Consent
Form 5.15 Form Members Written Consent
Form 5.16 Operating Agreement [Member Managed – Revised LLC Act]
Form 5.17 Operating Agreement [Manager Managed – Revised LLC Act]
Form 5.18 Operating Agreement [Director Managed – Revised LLC Act]
Form 5.19 Articles of Organization [Revised LLC Act]
Form 6.1 Application to Register As an LLP
Form 6.2 Actions Taken by Written Consent of Partners Approving Registration As LLP

For $197 you get the loose-leaf book and a CD with over 60 forms.

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