LLC or S Corporation?: Use & Sustainability


Re-Broadcast on December 13, 2017

Private For-Profit Entities are typically formed or organized as either LLLCs or Corporations and which elect to be treated as S Corporations or Partnerships for tax purposes.

This course is designed to provide you, whether novice or experienced, detailed current critical tax and non-tax considerations in forming and operating each type of entity. Your presentation, while addressing how to minimize ethical hazards encountered when in the advising such clients, cover key business, financial, leadership, and practical aspects necessary to you as a principal advisor to each of your business clients.

This course is co-sponsored by Wolters Kluwer.

Key topics to be discussed:

Learn, or Review, S Corporation and LLC Entity Selection and Operational Considerations in key areas involving:
•   Business Matters
•   Non-Tax Legal Matters
•   Tax Structures and Hazards
•   Planning Opportunities

Date / Time: December 13, 2017

•   2:00 pm – 4:00 pm Eastern
•   1:00 pm – 3:00 pm Central
•   12:00 pm – 2:00 pm Mountain
•   11:00 am – 1:00 pm Pacific

Choose a format:

•   Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•   On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 7 business days after the original recording date and are view-able for up to one year.


Bill Hubbard, Esq.

For over 30 years Bill has guided business owners in the decisions and implementations involved with buying, funding, growing, and selling companies, as well as the structuring (including tax structuring), pricing, and negotiating of these transactions.

He is a member of the American Bar Association Section of Business Law (and a number of subcommittees including Limited Liability Companies, Securities Law, Middle Market and Small Business, and Merger and Acquisitions), has co-chaired the Business Law Subcommittee on Mergers and Acquisitions of the Chicago Bar Association and the Illinois CPA Society Mergers and Acquisitions Special Interest Group Task Force.

He has, amongst many other professional activities, repeatedly been the lead co-author of and taught Management and Leadership Structures for LLCs and S Corporations (Illinois and Delaware) to attorneys for the Illinois Institute of Continuing Legal Education.

He graduated, on some days seemingly too long ago to remember, with high honors from the Illinois Institute of Technology Chicago-Kent College of Law and is a Registered Illinois Certified Public Accountant. He graduated from the United States Military Academy at West Point, served, sequentially, as an airborne ranger Army Infantry and Judge Advocate General Corps officer, and is a past President of the West Point Society of Chicago. Bill has, perhaps mistakenly, been recognized by being named on the list of Illinois’ Closely Held Business and Mergers and Acquisitions “Super Lawyers” by the magazine of that name.

CLE Accreditation:
mylawCLE seeks approval in all states except VA.

CLE 2.00 – AK
CLE 2.00 – AL
CLE 2.00 – AR
CLE 2.00 – AZ
CLE 2.00 – CA
CLE 2.40 – CO
CLE 2.00 – DE
CLE 2.40 – FL
CLE 2.00 – GA
CLE 2.00 – HI

CLE 2.00 – IA
CLE 2.00 – ID
CLE 2.00 – IL
CLE 2.00 – IN
CLE 2.00 – KS
CLE 2.00 – KY
CLE 2.00 – LA
CLE 2.00 – ME
CLE 2.00 – MN
CLE 2.40 – MO

CLE 2.00 – MP
CLE 2.00 – MS
CLE 2.00 – MT
CLE 2.00 – NC
CLE 2.00 – ND
CLE 2.00 – NE
CLE 2.00 – NH
CLE 2.40 – NJ
CLE 2.00 – NM
CLE 2.00 – NV

CLE 2.40 – NY
CLE 2.00 – OH
CLE 2.40 – OK
CLE 2.00 – OR
CLE 2.00 – PA
CLE 2.00 – PR
CLE 2.40 – RI
CLE 2.00 – SC
CLE 2.00 – TN
CLE 2.00 – TX

CLE 2.00 – UT
CLE 2.40 – VI
CLE 2.00 – VT
CLE 2.00 – WA
CLE 2.40 – WI
CLE 2.40 – WV
CLE 2.00 – WY

Accreditation Policy
myLawCLE will seek credit where attending attorneys are primarily licensed for all of its live webinars and live teleconferences, except in states which allow for reciprocity (see reciprocity section below). Credit for CLE in a self-study format is sought for in most states; however, some states do not allow for CLE credit to be earned in a self-study format (see the self-study section below). Many states typically decide whether a program qualifies for MCLE credit in their jurisdiction 4-8 weeks after the program application is submitted. For many live events, credit approval is not received prior to the program. Credit hours granted are subject to approval from each state.

Additionally, some states allow for credit to be granted on a 1:1 reciprocal basis for courses approved in another mandatory CLE jurisdiction state. This is known as a reciprocity provision and includes the following states: AK, AR, CO, FL, ME, MT, ND, NH, NJ, NY, PR, and SD. myLawCLE does not seek direct accreditation of live webinars or teleconferences in these states.

On-demand CLE
myLawCLE will seek on-demand approval in all states except Virginia and Arkansas (outside reciprocal provisions stated above).

myLawCLE Credit Guarantee
myLawCLE offers a program and credit approval guarantee. If a registered attendee is unhappy with a CLE program they have attended, myLawCLE will offer that attended access to another complimentary CLE or a full refund in order to insure the attendee’s satisfaction.

Additionally, on all online CLE programs application for approval will be made in all states where attending attorneys are primarily licensed in. If a registered attorney does not receive credit from their state for any reason, a full refund will be granted.

Section I. S Corporation and LLC Overview
a) General S Corporation and LLC Business, Organizational and Ethical Considerations
b) Other Organizational Forms

Section II. What are Principal Non-Tax Differences Between an LLC and a Corporation?
a) Organizational Structure
b) Governance
c) Flexibility in Operation
d) Liability Protection for Equity Owners, Managers, Board Members and Officers
e) Control of Asset Ownership
f) Investor Attraction and Securities Law/Blue Sky Laws
g) Operational Issues
h) Fiduciary Obligations
i) Entrance and Exit Strategies – Planning and Procedures

Section III. What are the Tax Considerations Based on Choice of Entity?
a) LLC
        i. Formation Issues
        ii. Pass Through Treatment of LLCs
        iii. Single Member LLCs
        iv. Tax Basis, Debt and Loss Concepts and Distributions
                •   Tax Basis, Debt and Losses
                •   Distributions
        v. Self Employment Tax Issues
        vi. Fringe Benefits and Pension Plans
        vii. Conversions and Reorganizations
        viii. Liquidation of the LLC
        ix. Tax Challenges in Converting to an LLC or C corporation
        x. Compensation Strategies for Owner/Employees and Planning Opportunities
b) S Corporation
        i. Formation and Maintenance Issues
                •   Qualifying
                •   Consents, Elections, Tax Years
                •   Revocations and Terminations
                •   Passive Investment Income
                •   Continuation of S Election
        ii. Pass Through Treatment of S Corporations
                •   Taxable Income and Losses Generally
                •   Pass Through to Owners
        iii. Qualified Subchapter S Subsidiary
        iv. Tax Basis, Debt and Loss Concepts and Distributions
                •   Tax Basis, Debt and Losses
                •   Distributions
        v. Self Employment Tax Issues
        vi. Fringe Benefits and Pension Plans
        vii. Conversions and Reorganizations
        viii. Liquidation of the S Corporation
        ix. Compensation Strategies for Owner/Employees and Planning Opportunities

Section IV. Key Survival, Sustainability, and Growth Concerns
a) Business Considerations
b) Additional Ethical Issues
        i. Multiple Clients
        ii. Conduct of Client
        iii. Limitations on Advice?
        iv. Multistate Practice
c) Typical 2 Financial IEDs Destroying
d) Leadership Skills
e) Leverage from Governance and Advisory Boards
        i. Typical Entity
        ii. Techniques Based Upon Experience and Empirical Research Results