JOHN CUNNINGHAM’S LLC SERVICES:
LEGAL AND TAX SERVICES
1. LLC Formations
John Cunningham’s legal practice is focused primarily on forming single-member and multi-member LLC for clients under the New Hampshire, Massachusetts and Delaware LLC acts. Beginning in 1993, he has formed hundreds of LLCs, with initial capitalizations ranging from a few hundred dollars to $600,000 and with memberships ranging from one individual or entity to more than 100.
2. Operating Agreement Reviews
John reviews for clients operating agreements drafted by other lawyers for LLCs in which John’s clients may wish to become members.
3. Statutory Conversions of Non-LLC Entities to LLCs
John is highly experienced in handling the legal and tax issues in converting state-law business corporations and other non-LLC entities to LLCs. In most cases, the purpose of these conversions is to provide the owners of these businesses with:
- LLC statutory asset protections (including “pick-your-partner” and “charging order” protections); and
- In New Hampshire and certain other states, to enable businesses and their owners to avoid otherwise applicable state taxes.
4. Business Entity Restructuring
John assists existing businesses to restructure themselves:
- To increase asset protection for these businesses and their owners;
- To reduce tax burdens; and
- To better define arrangements among the owners in buy-sell agreements.
His services in this area of law include the formation of holding company/operating company structures and the planning and implementation of corporate spin-off-the-shelf operating agreements, split-offs and split-ups.
5. LLC disputes
John serves as a consultant or expert witness in disputes between LLC members and managers and between LLCs and their members and third parties.
6. General advice on LLC issues
John advises lawyers and accountants on issues relating to LLCs they are assisting their clients to form, including advice on LLC business organization law issues, New Hampshire and Massachusetts tax issues, and federal income tax issues under Internal Revenue Code Subchapter K (partnership taxation) and Subchapter S.
7. Business purchases and sales
John advises clients on legal and tax issues in buying and selling businesses, including state-law business corporations and LLCs, and in negotiating and drafting purchase and sale agreements and other documents implementing these transactions.
John is experienced in drafting and reviewing a wide variety of business contracts besides those directly involving LLCs. These include distribution and supply agreements, employment agreements, licensing agreements, non-disclosure agreements and non-competition agreements.