LLCs and Partnerships: Act 170 and Title 15 – A 2019 Update

Impacts of the most sweeping changes to these business structures in 20 years

Members of the Title 15 Task Force that drafted the 2017 legislation governing LLCs, LPs, and GPs and created the model LLC forms that are being used by lawyers throughout the state reunite to analyze and comment on the impact that Act 170 and proposed further changes to Title 15 have and will have on the selection, formation and governance of these unincorporated entities. They offer practice pointers, drafting and negotiation advice, and personal strategies for working through difficult governance and conflicts issues.

The session will include:

• The background of Act 170
• Developments in the last two years
• Anticipated changes to Act 170 and other portions of Title 15
• Formation and organizational documents
• Tax issues
• Navigating conflicts issues and other ethical considerations in advising the founders and owners of these entities [1 HOUR OF ETHICS CREDIT PROVIDED]

Agenda:

Overview of Changes to Title 15:

• Adoption and structure of the Entity Transaction Law in 2014 (eff. 7/1/2015)
  • uniform provisions for entities
  • a uniform vocabulary for entities
  • enabling conversions
• Enactment and structure of Act 170 in 2016 (eff. 2/21/2017)
  • New Chapters of Title 15
  • Consistent organization of subject matter
  • Enactment as uniform laws (UPA, ULPA, and ULLCA)

Document Drafting Issues

• Certificates of formation:
  • Predominance over agreements under Act 170
  • Continuing validity of pre-Act 170 certificates
• Certificates of Authority
• Modifications of Act 170 default provisions in partnership and operating agreements
  • Duties of partners, members and managers
  • Voting authority of LLC members
  • Transferability of interests

Tax Considerations in Entity Selection:

• Tax Cuts and Jobs Act of 2017
• Pennsylvania Act 43 (withholding from payments to nonresident members of unincorporated entities)

Case Law Developments

Anticipated Corrections to Act 170 and other Title 15 Changes

Ethics

• Advising the founders
• Post-formation advice to the entity and its owners

All attendees will receive the course book as a digital download. A printed copy of the course book is available, at a discount to attendees, for $40. Additional copies are available at full price. If you wish to purchase the printed version of the course book, please call PBI Customer Service at 800-932-4637. Printed versions of the course book will not be distributed at the course; please allow up to two weeks after the program for the printed versions of the course book to be shipped.

Recorded live in March 2019.