The Limited Liability Company: A Study of the Emerging Entity Robert R. Keatinge, Larry E. Ribstein, Susan Pace Hamill, Michael L. Gravelle, and Sharon Connaughton, 47(2): 375-460 (Feb. 1992) Since 1988, when the Internal Revenue Service found that limited liability companies were taxed as partnerships, eight states have passed laws authorizing this new form of business and many other states are considering similar laws. This article compares limited liability companies with other forms of business, compares the eight statutes of the state, examines the tax treatment of limited liability companies, and takes into account certain commercial applications of the new business. The Tax Treatment of Limited Liability Companies: Law in Search of Policy Daniel S. Goldberg, 50 (3): 995-1017 (May 1995) Security and predictability are sacrificed by creating tax incentives for the new and uncertain corporation known as a limited liability corporation. There is little rationality in proposing to replace capital companies with limited liability companies. However, on April 3, 1995, the Ministry of Finance announced that it was considering simplifying a company`s tax classification rules to allow taxpayers to treat national businesses without legal personalities as partnerships or associations (taxable as capital companies) on an electoral basis. If this proposal were to be adopted, it would have a significant impact on limited liability companies that would be treated as partnerships, unless they did otherwise, or the classification was established by another provision of the internal income code. The tax treatment of limited liability corporations has a significant impact on federal government revenues.
To the extent that a business can be managed through a limited liability company and not through a corporation, a full amount of tax can be avoided. This article takes into account four alternative methods of classifying limited liability companies that could improve the Department of Finance`s current classification test as defined in the treasury regulations. The article concludes that each of these four methods would be preferable to the department of Finance`s current methodology. The Emergence of the Limited Liability Company Larry E. Ribstein, 51 (1): 1-50 (November 1995) In the three years since the last full article on CLL in The Business Lawyer, LLC has proven to be an important business choice. This article addresses some of the most important issues that have arisen and trends that have developed with respect to CTCs and makes some suggestions about the possible future of the LLC Act. The Uniform Limited Liability Company Act – Summary and Analysis of Key Provisions Carter G. Bishop, 51 (1): 51-83 (Nov. 1995) The article represents an approach to understanding the central paradigms of the Uniform Liability Act, which create two different ways of controlling the structure of a business.