Corporations and Partnerships in Virginia (Virginia CLE)

2.1 Introduction
2.5 Avoiding Tax-free Incorporation
Appendix 1-13 Application for an Amended Certificate of Authority to Transact Business in Virginia (form Scc 760/922)
14.1 Introduction
Appendix 2-4 Sample Beneficiary Election for a Qsst
Appendix 16-4 Statement of Amendment of a Statement of Registration of a Virginia or Foreign Registered Limited Liability Partnership (form Upa-136)
7.6 Specific Agreement Options to Address Dissension and Deadlock
15.3 Mergers
Appendix 1-1 Application for Reservation or for Renewal of Reservation of a Corporate Name (form Scc 631)
2.4 Possible Tax Consequences of Transfers to Corporations
Index
3.12 Sarbanes-oxley Act of 2002
1.1 The Virginia Stock Corporation Act
16.4 Professional Service Llps
Appendix 16-6 Statement of Cancellation of Registration as a Foreign Registered Limited Liability Partnership (form Upa-139)
9.6 (d) Reorganization: Transfer of Assets to a Controlled Corporation
Appendix 2-1 Election by a Small Business Corporation (form 2553)
14.4 Dissolution and Winding Up
1.8 Mergers and Share Exchanges 221
Appendix 4-2 Registration by Notification (form S.a. 4)
Electronic Forms: Instructions and Table
19.3 Partnership Formation
5.11 Military Service—userra and Heart Act
Appendix 8-3 Plan of Liquidation and Dissolution
Appendix 17-4 Certificate of Cancellation of a Virginia Limited Partnership (form Lpa-73.52:4)
7.1 Introduction
1.12 Foreign Corporations
19.2 Classification for Federal Tax Purposes
17.1 Introduction
7.3 Sources of Dissension and Deadlock in a Close Corporation
Appendix 1-7 Statement of Resignation of Registered Agent (form Scc 636/835)
3.8 Acquisition of Control and Tender Offers
7.4 Preincorporation Planning to Avoid Dissension or Deadlock
19.12 Partnership Audits for Tax Years Beginning before January 1, 2018
9.3 (a) Reorganization: Mergers and Consolidations
Appendix 1-11 Consent of Shareholders to Action Without Meeting
Appendix 13-3 Partnership Agreement-registered Limited Liability Partnership
15.4 Property Title Records
8.3 Sale of Assets
3.7 Periodic Reporting Requirements
3.4 Securities Act Registration
9.2 Requirements for All Reorganizations
Appendix 4-3 Registration by Notification (form S.a. 5)
6.2 Sources of Corporate Duties
3.6 Securities Exchange Act of 1934
9.15 Miscellaneous Employee Tax Matters
2.9 Section 1244 Stock
9.16 Financial Accounting Aspects
19.7 Liquidation of a Partner’s Interest
3.9 Liability for Violations of Securities Laws
8.2 Factors Influencing the Form of Transaction
5.4 Cafeteria Plans
6.9 Liability Under Virginia Securities Law
8.7 Legal Opinions
Appendix 7-4 Shareholders' Agreement-power of Attorney
12.2 Summary of Major Changes
Appendix 2-3 Shareholder's Consent to Subchapter S Election
17.8 General Partners in Limited Partnership
16.3 Features of the Llp Provisions
Appendix 4-1 Notice of Limited Offering of Securities (form Va-1)
2.13 Personal Holding Company
Appendix 8-4 Asset Acquisition Statement (form 8594)
18.3 Distribution of Limited Partnership Assets
Appendix 2-2 Qualified Subchapter S Subsidiary Election (form 8869)
1.4 Directors, Officers, and Agents
2.2 Tax Classification of Business Organizations Under Check-the-box Regulations
5.2 Impact of Erisa
Appendix 7-1 Shareholders' Agreement for a Stock Corporation
Appendix 16-3 Statement of Registration as a Foreign Registered Limited Liability Partnership (form Upa-138)
Appendix 1-14 Application for a Certificate of Withdrawal of a Foreign Corporation Authorized to Transact Business in Virginia (form Scc 767/929)
15.2 Conversions
6.3 The Duty of Care
6.11 Indemnification and Liability Insurance
18.2 Winding Up the Limited Partnership
Appendix 11-1 Sample Corporate Resolution and Plan of Liquidation
19.6 Transfer of a Partner’s Interest
Acknowledgments
1.10 Appraisal Rights
19.11 Family Partnerships
15.1 Introduction
17.3 Certificate of Limited Partnership
Appendix 17-3 Certificate of Amendment of a Certificate of Limited Partnership (form Lpa-73.12)
Appendix 16-1 Statement of Registration as a Virginia Registered Limited Liability Partnership (form Upa-132)
3.2 Securities Act of 1933
Appendix 1-10 Unanimous Action by Shareholders in Lieu of Special Meeting
12.1 History of the Uniform Partnership Act
1.9 Domestications and Conversions
Appendix 1-9 Corporation Bylaws
19.10 At-risk and Passive Loss Rules
3.10 Private Securities Litigation Reform Act of 1995
Appendix 3-2 Registration Statement Under the Securities Act of 1933 (form S-3)
5.5 Special Life Insurance
1.5 Filing and Fees
Appendix 15-1 Statement of Merger
9.13 Choice of Acquisitive Reorganization
1.6 Post-incorporation Organization
5.12 Same-sex Spousal Benefits
16.1 Introduction
13.2 Relations of Partners to Third Parties
11.4 Dissolution of a Corporation Under Virginia Law
3.5 Resale of Securities
4.2 Registration Requirements
Appendix 12-1 State Corporation Commission Partnership Statements and Fees
Appendix 17-1 Application for Reservation or for Renewal of Reservation of a Limited Partnership Name (form Lpa-73.3)
3.3 Offers and Sales of Unregistered Securities
Appendix 1-15 Guide for Articles of Domestication (form Scc 722.4)
9.1 General Considerations
6.7 The Securities Act of 1933
8.4 Subchapter S Corporation Issues Involving Asset Sales
5.1 Introduction
Ebook Information
1.7 Disposition of Assets
14.3 Dissociation
17.7 Additional Limited Partners
17.4 Contributions of Limited Partners
9.4 (b) Reorganization: Stock-for-stock Exchanges
19.8 Unrealized Receivables and Appreciated Inventory
9.9 (g) Reorganization: Bankruptcy Reorganization
Appendix 1-5 No Preemptive Rights
2.12 Unreasonable Accumulation of Earnings
Appendix 17-2 Certificate of Limited Partnership (form Lpa-73.11)
Appendix 19-1 Entity Classification Election (form 8832)
Appendix 13-1 Statement of Partnership Authority (form Upa-93)
10.2 State Law Requirements for Redemptions
19.4 Tax Accounting Matters
5.8 Special Plans
Appendix 13-2 Statement of Denial for a Partnership (form Upa-94)
19.13 Partnership Audits for Tax Years Beginning after December 31, 2017
Appendix 1-16 Guide for Articles of Incorporation Surrender (form Scc 722.5)
8.1 Introduction
9.10 Principal Income Tax Consequences of Reorganizations
3.1 Introduction
3.11 Securities Litigation Uniform Standards Act of 1998
2.11 Subchapter S Election
5.3 Welfare Benefits
6.5 Liability for Improper Distributions
5.6 Qualified Pension and Profit Sharing Plans
5.7 Nonqualified Plans
Appendix 3-3 Registration Statement Under the Securities Act of 1933 (form S-4)
13.3 Relationship of Partners to Each Other and to the Partnership
Appendix 14-2 Statement of Dissolution of a Partnership (form Upa-121)
17.6 Liability of Limited Partners to Third Parties
9.8 (f) Reorganization: Mere Change in Identity or Form
Appendix 8-1 Checklist of Considerations for the Sale or Purchase of an Incorporated Business
19.5 Partnership Operation
Appendix 7-5 Voting Trust Agreement
11.1 Introduction
8.6 Liquidation of Acquired Corporations
17.5 Rights of Limited Partners
6.6 Liabilities Under the Federal Securities Laws
Appendix 1-2 Articles of Incorporation with Indemnity Provisions
6.1 Introduction
10.4 Tax Treatment of the Corporation Upon Redemption
4.6 Liability for Violations of Virginia Act
Appendix 3-1 Registration Statement Under the Securities Act of 1933 (form S-1)
Preface
14.2 Transfers
Appendix 17-5 Statement of Registration as a Virginia Registered Limited Liability Partnership (form Upa132)
Appendix 1-8 Unanimous Written Consent in Lieu of Organizational Meeting
18.1 Dissolution of Limited Partnerships
9.14 Ruling Requests
12.3 Mechanics
Appendix 8-2 Checklist for Preparing a Contract for the Sale or Purchase of an Incorporated Business
4.1 Introduction
8.5 Sale of Stock
9.17 Certain Securities Law Aspects
7.5 Shareholders’ Agreements: General Considerations
About the Editor and Authors
4.4 The Registration Process
Contents
4.3 Exemptions from Registration
Appendix 6-1 Indemnification Provision
1.3 Capitalization; Shares of Stock
17.9 Unlawful Transaction of Business as Limited Partnership
Appendix 7-6 Stockholders' Agreement
10.3 Tax Treatment for Redeemed Shareholders
7.2 The Concepts of Dissension and Deadlock
2.7 Tax Accounting Matters
2.3 Tax-free Incorporation of Corporations
1.11 Dissolution
Appendix 1-4 "blank Check" Provision
6.4 The Duty of Loyalty
9.5 (c) Reorganization: Stock-for-asset Exchanges
Appendix 17-6 Partnership Agreement-registered Limited Liability Limited Partnership
9.11 I.r.c. § 351 as an Acquisition Technique
Chapters and Authors
2.8 Operation of the Corporation
Appendix 16-5 Statement of Cancellation of a Statement of Registration of a Virginia Registered Limited Liability Partnership (form Upa-137)
13.1 Nature of a Partnership
Appendix 2-5 Electing Small Business Trust Election Form
10.1 Introduction
Title and Copyright
Appendix 1-12 Application for a Certificate of Authority to Transact Business in Virginia as a Foreign Corporation (form Scc 759/921)
5.10 Tax Considerations in Determining Compensation
19.1 Introduction
16.2 Structure of the Llp Provisions
Appendix 9-1 Sample Format for a Letter Ruling Request
2.10 Small Business Investment Incentives
19.9 Limited Partnerships
17.2 Formation of Limited Partnerships