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Self-Study CPE
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Free cpe webinars
Drafting LLC Operating Agreements (Corporate and Tax Considerations)


Cost Free
CPE Credits 1.5 hours
CE Credits 0.0 hours
Subject Area Accounting
Course Level Basic
Instructional Method Group Internet Based
Prerequisites None
Advanced Preparation None
Course Description

One of the beauties of operating a business through a limited liability company is the ability to streamline and combine the company’s governing documents into one document known as a Limited Liability Company Agreement or Operating Agreement.  These agreements contain material corporate and tax considerations that must be aligned and consistent throughout the document.  This puts a tax professional in a unique, “value-add” position. 

This course will provide an overview of both basic and complex considerations that parties (including tax professionals) need to be cognizant of when preparing and negotiating a Limited Liability Company Agreement or Operating Agreement.  Some of the topics to be discussed will include a discussion on drafting distribution and allocation provisions, management provisions and transfer restrictions.  This presentation will also address equity incentive plans commonly incorporated within a Limited Liability Company Agreement or Operating Agreement, including a profits interest plan. 

The objective of the course is to give attendees an understanding of common, and perhaps some uncommon, pressure points that typically arise in the context of negotiating and drafting a Limited Liability Company Agreement or Operating Agreement.

Learning Objective:

  • Understanding the role of the Limited Liability Company Agreement or Operating Agreement in corporate governance matters

  • Understanding Different Types of Distribution Schemes

  • Understanding and Interpreting Allocations Provisions

  • Considerations Regarding Equity Incentive Plans

  • Management Provisions

  • Transfer Restrictions


Jeffrey M. Rosenfeld

Blank Rome LLP
Associate Tax Attorney
(215) 569-5752

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Jeffrey Rosenfeld concentrates his practice in the area of business tax law. He counsels public and private corporations, partnerships, and individuals in a broad array of tax matters including:

  • domestic and international tax matters
  • state and local tax planning
  • tax-efficient structuring of domestic and international mergers, acquisitions, divestitures, reorganizations, spin-offs, redemptions, and liquidations
  • formation, operation, and acquisition of Subchapter S Corporations, partnerships, and limited liability companies
  • federal, state, and local criminal and civil tax controversies, including audits, administrative appeals, and litigation
  • issuances of equity-based compensation
Jeffrey counsels corporate clients and individuals regarding undeclared foreign bank accounts, including “FBAR” reporting obligations, and has represented numerous clients in the Internal Revenue Service’s Offshore Voluntary Disclosure Program.
Jeffrey also has digital currencies industry experience, including:
  • Formation of entities to be engaged in the digital currencies space
  • Negotiation, drafting and documentation of governing documents (such as limited liability company agreement) for entities engaged in the digital currencies space
  • Compensation and other issues concerning the issuance of digital currencies or the grant of digital currencies to service providers
  • Federal income tax consequences associated with the purchase, sale or exchange of digital currencies

Frequently Asked Questions
  • To receive CPE credit for the event, you must register for the webcast prior to the start of each program.
  • CPE is available to all eligible participants within 24 hours of each webinar.
  • Multiple attendees: In order to receive CPE for multiple attendees, ensure that at least one person signs up for the webinar. At the completion of the webinar a proctor form is provided. Alternatively, you may also login to your account following the webinar and click on the MY ACCOUNT button where you will find a link to the proctor letter.
Handout Materials
Presentation Slides

NASBA Approved (Sponsor Id#: 111889) is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: 1685 S. Colorado Blvd, Suite #205, Denver, CO 80222

About Our Presenter

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Blank Rome is an Am Law 100 firm with 13 offices and more than 600 attorneys and principals who provide a full range of legal and advocacy services to clients operating in the United States and around the world. Their professionals are widely recognized for their leading knowledge and experience across a broad spectrum of industries, as well as their dedication to diversity and inclusion initiatives and pro bono work.