¶ F01
Introduction and Use
Purpose. This appendix collects working checklists for the events that recur in the life of an LLC: choosing the jurisdiction and form, forming the company, reviewing the operating agreement, admitting a member, transferring or pledging an interest, responding to a creditor or a member's bankruptcy, death or divorce, dissociating or expelling a member, dissolving and winding up, and converting or merging the company. Each checklist is a sequence of steps for the practitioner handling the matter.
Cross-references. Each step refers to the paragraph of the treatise that states the rule, the cases and the drafting choices behind it. The checklists state the step; the cited paragraph states the law. Where a form in Appendix D carries out a step, the form is named. Filing dates and fees are collected in Appendix E and in Table A-5 of Appendix A.
Conventions. The checklists assume a Delaware LLC classified as a partnership for federal income tax purposes unless a step says otherwise. Steps that apply only to a single-member LLC, an LLC formed under the 2013 uniform act, a non-U.S. LLC or an LLC with foreign members are marked as such. A step that does not apply to the matter at hand should be noted as inapplicable in the file, so that the record shows it was considered.
Relation to the chapter checklists. Several chapters close with a checklist for their own subject: formation and maintenance (¶ 690), transfers (¶ 2990.07), dissolution (¶ 3390.05), entity transactions (¶ 3490.03), asset protection (¶ 5590) and the pre-signing review of an operating agreement (¶ 5690). The checklists here follow the order of a matter from start to finish and draw on those chapter lists. Where a chapter list is the fuller statement, the step refers to it.