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Content Highlights:
The LLC remains the “entity of choice” when deciding how to form a business in Virginia, because it offers limited liability and partnership tax treatment, and is ideally suited for estate planning purposes. Limited Liability Companies in Virginia comprehensively covers the law governing limited liability companies, including formation, dispute resolution, taxation, use in estate planning and real estate, and termination. With it, counsel to Virginia business owners will be positioned to advise clients doing business as limited liability companies.
TABLE OF CONTENTS
Chapters and Authors
About the Editor and Authors
Preface
Acknowledgments
Electronic Forms: Instructions and Table
CHAPTER 1: INTRODUCTION
1.1 BACKGROUND
1.2 NATURE OF THE LLC
1.3 TERMINOLOGY
1.4 STRUCTURING ISSUES
1.5 NONTAX ISSUES
1.6 TAX ISSUES
1.7 NEW DEVELOPMENT
1.8 FUTURE OF THE LLC
CHAPTER 2: FORMATION AND OPERATION
2.1 OVERVIEW
2.101 In General
2.102 Default Rules
2.2 FORMATION OF AN LLC
2.201 Articles of Organization
2.202 Ownership and Members
2.203 Operating Agreement
2.204 Merger, Domestication, Conversion, Dissolution, and
Reorganization of LLCs Generally
2.3 MANAGEMENT STRUCTURE
2.301 In General
2.302 Managers
2.303 Manner of Voting
2.304 Forms of Customized Management
2.305 Management Authority and Duties
2.306 Approval of Business Combinations
2.307 Books and Records
2.4 FINANCIAL ARRANGEMENTS
2.401 Distributions in General
2.402 Default Rule
2.403 Customized Financial Structure
2.404 Restrictions on Distributions
2.405 Allocations
2.5 ASSIGNMENTS OF MEMBERSHIP INTERESTS
2.501 Assignments in General
2.502 Admission of Assignee as Member
2.503 Buy-Sell Provisions
2.504 Security Interests
2.505 Dissociation
2.6 CONVERSION TO AN LLC; CONVERSION OF AN LLC TO
ANOTHER TYPE OF ENTITY
2.601 In General
2.602 Conversion of a Domestic Limited Liability Company to
a Domestic Stock Corporation
2.603 Conversion of a Domestic Limited Liability Company to
a Domestic Business Trust
2.604 Conversion of a Domestic Stock Corporation to a
Domestic Limited Liability Company
2.605 Conversion of a Domestic Nonstock Corporation to a
Domestic Limited Liability Company
2.606 Conversion of a Domestic Business Trust to a Domestic
Limited Liability Company
2.607 Conversion of a Domestic Partnership to a Domestic
Limited Liability Company
2.608 Conversion of a Registered Limited Liability
Partnership to a Domestic Limited Liability Company
2.609 Conversion of a Domestic Limited Partnership to a
Domestic Limited Liability Company
2.7 DOMESTICATION OF AN LLC
2.701 Domestication of Foreign LLC
2.702 Domestication of Non-United States Entity as LLC
2.8 DISSOLUTION AND LIQUIDATION
2.801 Dissolution Events
2.802 Effect of Dissolution
2.803 Methods of Liquidation
2.804 Articles of Cancellation
2.805 Involuntary and Automatic Cancellation
2.806 Application for Reinstatement
2.9 PROTECTED SERIES
2.901 In General
2.902 Protected Series Ownership
2.903 Establishing and Amending a Protected Series
2.904 Name, Registered Agent, and Notice
2.905 Associated Members
2.906 Protected Series Manager
2.907 Operating Agreements
2.908 Transaction Restrictions
2.909 Information Rights
2.910 Associated Assets and Judgments
2.911 Dissolution
APPENDIX 2-1: ARTICLES OF ORGANIZATION
APPENDIX 2-2: ARTICLES OF ORGANIZATION
APPENDIX 2-3: APPLICATION FOR RESERVATION OR
RENEWAL OF RESERVATION OF A BUSINESS
ENTITY NAME
APPENDIX 2-4: STATEMENT OF CHANGE OF REGISTERED
OFFICE/REGISTERED AGENT
APPENDIX 2-5: STATEMENT OF RESIGNATION OF
REGISTERED AGENT
APPENDIX 2-6: GUIDE FOR ARTICLES OF CONVERSION
APPENDIX 2-7: CONVERSION OF PARTNERSHIP TO
LIMITED LIABILITY COMPANY
APPENDIX 2-8: CONVERSION CERTIFICATE
APPENDIX 2-9: SCC ORDER AND CERTIFICATE OF
ORGANIZATION
APPENDIX 2-10: GUIDE FOR ARTICLES OF AMENDMENT
TO ARTICLES OF ORGANIZATION
APPENDIX 2-11: ARTICLES OF AMENDMENT TO ARTICLES
OF ORGANIZATION
APPENDIX 2-12: OPERATING AGREEMENT WITH BUY-SELL
PROVISION AND OPTIONAL MANAGER-MANAGEMENT
PROVISIONS
APPENDIX 2-13: ARTICLES OF ORGANIZATION—SINGLEMEMBER
COMPANY
APPENDIX 2-14: SAMPLE OPERATING STATEMENT FOR
SINGLE-MEMBER COMPANY
APPENDIX 2-15: UNANIMOUS WRITTEN CONSENT FOR
SINGLE-MEMBER LIMITED LIABILITY COMPANY
APPENDIX 2-16: WRITTEN CONSENT IN LIEU OF MEETING
OF THE MEMBERS OF LIMITED LIABILITY COMPANY
APPENDIX 2-17: WRITTEN CONSENT OF A MAJORITY OF
THE MEMBERS OF LIMITED LIABILITY COMPANY
APPENDIX 2-18: UNANIMOUS WRITTEN CONSENT OF
THE MEMBERS TO AMEND THE ARTICLES OF
ORGANIZATION OF LIMITED LIABILITY COMPANY
APPENDIX 2-19: UNANIMOUS WRITTEN CONSENT OF THE
MEMBERS TO ADMIT NEW MEMBER OF LIMITED
LIABILITY COMPANY
APPENDIX 2-20: APPOINTMENT OF PROXY
APPENDIX 2-21: APPOINTMENT OF IRREVOCABLE PROXY
APPENDIX 2-22: ARTICLES OF ORGANIZATION FOR A BOARD
OF MANAGERS-MANAGED COMPANY
APPENDIX 2-23: OPERATING AGREEMENT FOR A BOARD OF
MANAGERS-MANAGED COMPANY
APPENDIX 2-24: GUIDE FOR ARTICLES OF DOMESTICATION
APPENDIX 2-25: ARTICLES OF CANCELLATION OF LIMITED
LIABILITY COMPANY
APPENDIX 2-26: ANNOTATED SAMPLE OPERATING
AGREEMENT
CHAPTER 3: LIABILITY AND DISPUTE RESOLUTION
3.1 INTRODUCTION
3.2 LIABILITY
3.201 In General
3.202 LLCs Transacting Business in Other States
3.203 Personal Liability of Members of Foreign LLCs
That Fail to Register in Virginia
3.204 Piercing the Entity Veil
3.205 Parent/Subsidiary Relationships
3.206 Indemnification
3.207 Liability During Dissolution or After Termination
3.208 Liability in Tort
3.209 Liability in Contract
3.210 Fiduciary Duties and Associated Liability
3.211 Insurance
3.212 Penalty for Failure to Timely Pay Annual
Registration Fee
3.213 Conversion of Partnership to Limited Liability
Company—Liability of General Partner
3.214 Domestication of Foreign Entity—Effect on
Existing Liabilities
3.3 DISPUTE RESOLUTION
3.301 Dissension and Deadlock Among Members
3.302 LLC as Defendant or Plaintiff
3.303 Derivative Actions
CHAPTER 4: INCOME TAX CLASSIFICATION
4.1 INTRODUCTION
4.2 HISTORICAL CONTEXT
4.3 CHECK-THE-BOX CLASSIFICATION SYSTEM
4.301 In General
4.302 Tier One: Corporations
4.303 Tier Two: Classification by Choice
4.304 Default Classification
4.305 Foreign Entities
4.306 Election of Tax Classification
4.307 Late Election Filing
4.4 SINGLE-MEMBER LLCs
4.401 In General
4.402 Conversion to or from Single-Member LLC
4.403 Conversion of Single-Member LLC to Partnership
4.404 Conversion of Partnership to Single-Member LLC
4.5 CLASSIFICATION CHANGE TO OR FROM CORPORATION
4.501 In General
4.502 Partnership to Corporation
4.503 Corporation to Partnership
4.504 Single-Member LLC to Corporation
4.505 Corporation to Single-Member LLC
4.506 Timing of Conversion
4.6 STATE LAW CONVERSION
4.7 VIRGINIA CLASSIFICATION
4.8 EMPLOYMENT AND EXCISE TAXES AND THE
SINGLE-MEMBER LLC
APPENDIX 4-1: FORM 8832—ENTITY CLASSIFICATION
ELECTION
CHAPTER 5: NON-CLASSIFICATION TAX ISSUES
5.1 INTRODUCTION
5.2 INCOME TAXATION UNDER SUBCHAPTER K
5.201 Background
5.202 Formation of LLC
5.203 Basis and Distributions
5.204 Allocation of Liabilities
5.205 Allocation of Profits and Losses
5.206 Termination
5.207 Sales and Exchanges of Interests in LLC
5.208 Basis Adjustments Under I.R.C. § 743
5.209 Qualified Business Income Deduction
5.3 CONVERSIONS TO AND FROM OTHER ENTITIES
5.301 In General
5.302 Conversion from Partnership to LLC
5.303 Conversion from C Corporation to LLC
5.304 Conversion from S Corporation to LLC
5.305 Change Resulting from Change in Number of
Members
5.306 Conversion from Partnership Classification to
Corporation Classification
5.4 SELF-EMPLOYMENT TAX
5.401 Background
5.402 Proposed Regulations
5.403 Single-Member LLCs
5.5 METHODS OF ACCOUNTING
5.501 Overview
5.502 Tax Shelter
5.503 Converted LLC
5.504 Taxable Year
5.6 PASSIVE ACTIVITY LOSS RULES
5.601 Background
5.602 Material Participation
5.603 Rental Real Estate Activities
5.7 BUSINESS INTEREST LIMITATION
5.701 Overview
5.702 Special Rule for LLCs
5.703 Election Out
5.8 BANKRUPTCY AND WORKOUT ISSUES
5.801 Overview
5.802 Cancellation of Indebtedness Income
5.803 Exceptions to Cancellation of Indebtedness Income
5.804 Foreclosure or Deed in Lieu of Foreclosure
5.805 Bankruptcy
5.9 VIRGINIA INCOME TAXATION
5.901 Taxation of LLC
5.902 Elective Income Tax on Pass-Through Entities
5.903 Taxation of Members
5.10 INCOME TAXATION IN OTHER STATES
5.1001 In General
5.1002 Taxation of LLC
5.1003 Taxation of Members
CHAPTER 6: SECURITIES LAW ISSUES
6.1 INTRODUCTION
6.2 ARE MEMBERSHIP INTERESTS IN VIRGINIA LLCs
SECURITIES?
6.201 In General
6.202 Investment of Money
6.203 Common Enterprise
6.204 Expectation of Profits
6.205 Profits Derived from Efforts of Others
6.3 APPLICATION OF SECURITIES LAWS TO LLCs AND
PARTNERSHIPS
6.301 In General
6.302 Application to Partnerships
6.303 Comparison of LLCs to Partnerships and Corporations
6.304 Professional LLCs
6.4 STRUCTURING AN LLC TO AVOID CHARACTERIZATION
AS A SECURITY
6.401 In General
6.402 Member-Managed LLCs
6.403 Manager-Managed LLCs
6.404 Granting Members Access to Information
6.405 Limiting the Number of Members
6.406 Manager with Unique Expertise
6.407 Choosing the Plan of Distribution
6.5 DEFINITION OF MEMBERSHIP INTERESTS AS
SECURITIES BY OTHER STATES
6.6 FEDERAL SECURITIES LAWS
6.601 In General
6.602 Section 4(a)(2)
6.603 Regulation D
6.604 Filing Requirement
6.605 Intrastate Offering Exemption
6.606 Limitations on Resale
6.7 STATE LAW EXEMPTIONS
6.8 VIRGINIA BLUE SKY LAWS
6.9 PUBLICLY TRADED LLCs
CHAPTER 7: ESTATE PLANNING USES
7.1 INTRODUCTION
7.101 In General
7.102 Former Historical Disadvantage: Dissolution Was
More Likely in an LLC
7.103 Discounts
7.2 PARTNERSHIP ANTI-ABUSE REGULATION
7.201 Background
7.202 Final Anti-Abuse Regulation
7.3 TAX FREE FORMATION
7.301 In General
7.302 Investment Company
7.4 FAMILY PARTNERSHIP RULES
7.401 Overview
7.402 Bona Fide Transaction
7.403 Capital as a Material Income-Producing Factor
and Capital Interest
7.404 Basic Tests as to Ownership
7.405 Application to Transfer Taxes
7.5 SPECIAL VALUATION RULES
7.501 Transfers of LLC and Partnership Interests
7.502 Transfers of Interests in Trusts
7.503 Rights or Restrictions, Including Buy-Sell Agreements
7.504 Lapsing Voting and Liquidation Rights
7.505 Restrictions on Liquidation
7.506 2016 Proposed Regulations Concerning Valuation of
Interests in Corporations and Partnerships Stopped
7.6 OTHER TRANSFER TAX ISSUES
7.601 Annual Exclusion
7.602 Retained Interests or Powers
7.603 Circular 230; Advising the Client
7.604 Defined Value Clauses
7.605 Disregarded Entities
7.606 Basis Consistency
7.7 EXAMPLES OF PLANNING AND POTENTIAL TAX
SAVINGS
7.701 In General
7.702 Examples of Potential Tax Savings Using Real Estate
7.703 Example of Tax Savings Using Marketable Securities
7.8 NONTAX BENEFITS OF LIMITED PARTNERSHIPS
AND LLCs
7.801 In General
7.802 Management of the Family Assets
7.803 Reducing Costs and Other Expenses
7.804 Protection from Creditors
7.805 Investment Policies
7.806 Vacation or Ancestral Homes
7.9 CONCLUSION
APPENDIX 7-1: OPERATING AGREEMENT FOR ESTATE
PLANNING PURPOSES
APPENDIX 7-2: PROVISIONS IN THE VIRGINIA LIMITED
LIABILITY COMPANY ACT RELEVANT TO ESTATE
PLANNING
CHAPTER 8: REAL ESTATE, TECHNOLOGY, JOINT VENTURES,
AND PROFESSIONAL SERVICES
8.1 OVERVIEW
8.2 REAL ESTATE VENTURES
8.201 Introduction
8.202 Limitation of Liability
8.203 Pass-Through Tax Status
8.204 Partnership Taxation Generally
8.205 Transferring Property to and from LLCs
8.206 Ownership of Multiple Properties: LLC Holding
Companies
8.207 Section 1031 Exchanges
8.208 Lender Requirements and Special Purpose Entities
8.3 TECHNOLOGY COMPANIES
8.301 Introduction
8.302 Limitation of Liability
8.303 Income Tax Aspects
8.304 Management and Control
8.305 Final Thoughts on LLCs Versus Corporations;
Conversion from LLC to Corporation
8.4 JOINT VENTURES
8.401 Introduction
8.402 Traditional Joint Ventures
8.403 Alternatives to Traditional Joint Ventures
8.404 Income Tax Aspects
8.405 Management and Control
8.5 PROFESSIONAL LIMITED LIABILITY COMPANIES
8.501 The Virginia Professional Limited Liability
Company Act
8.502 PLCs in Other States
8.503 Types of Liability
8.504 Requirements Under the Professional LLC Act
8.505 Professional Registration and Certification
8.506 Management
8.507 Admission of a Member
8.508 Departure of a Member
8.509 Merger and Conversion
8.510 Foreign PLCs
8.511 Miscellaneous Tax Concerns
APPENDIX 8-1: INCUMBENCY CERTIFICATE
APPENDIX 8-2: CUSTOMARY LIST OF REQUIREMENTS FOR
TITLE INSURANCE (TITLE INSURANCE SCHEDULE B
REQUIREMENTS)
APPENDIX 8-3: LLC HOLDING COMPANY STRUCTURE
CHAPTER 9: CROSSING STATE AND INTERNATIONAL
BOUNDARIES
9.1 VIRGINIA LLCs DOING BUSINESS IN OTHER STATES
9.101 National Recognition
9.102 Qualification in Other States
9.103 Sanctions
9.2 FOREIGN LLCs DOING BUSINESS IN VIRGINIA
9.201 Eligibility and Governing Law
9.202 Procedure
9.203 Transactions Not Constituting “Doing Business”
in Virginia
9.204 Consequences of Transacting Business Without
Registration or Renewal
9.205 Mergers Involving Foreign LLCs
9.206 Domesticating Foreign LLCs and Other Foreign
Entities
9.207 Entity Conversion of Foreign LLC Registered to
Transact Business in Virginia
9.3 FOREIGN SERIES LIMITED LIABILITY COMPANIES
AND FOREIGN PROTECTED SERIES
9.4 INTERNATIONAL TRANSACTIONS
9.401 Inbound Investment
9.402 Outbound Investment
APPENDIX 9-1: SCC APPLICATION FOR REGISTRATION AS A
FOREIGN LLC
APPENDIX 9-2: SCC CERTIFICATE OF CORRECTION FOR A
FOREIGN LLC
APPENDIX 9-3: SCC CANCELLATION OF CERTIFICATE OF
REGISTRATION
CHAPTER 10: SERIES LLCs
10.1 INTRODUCTION
10.101 Effective Date
10.102 Organization of Series LLC Act
10.103 Construction of the Series LLC Act with Other Laws
10.2 DEFINITIONS, NATURE, POWERS, DURATION,
GOVERNING LAW, NONWAIVABLE PROVISIONS OF THE
OPERATING AGREEMENT, AND LIMITATIONS ON THE
OPERATING AGREEMENT
10.201 Key Definitions
10.202 Application of Virginia Law
10.203 Nonwaivable Provisions of the Series LLC Act
10.3 ASSOCIATED ASSETS, ASSOCIATED MEMBERS,
PROTECTED SERIES MEMBERSHIP INTERESTS,
MANAGEMENT, AND RIGHTS OF PERSON NOT
ASSOCIATED MEMBER OF PROTECTED SERIES TO
INFORMATION CONCERNING PROTECTED SERIES
10.301 Associated Assets and Associated Members
10.302 Series LLC Management
10.303 Information Rights
10.4 LIMITATIONS ON LIABILITY, CLAIM SEEKING TO
DISREGARD LIMITATION ON LIABILITY, REMEDIES FOR
JUDGMENT CREDITOR OF ASSOCIATED MEMBER OR
PROTECTED SERIES ASSIGNEE, AND ENFORCEMENT OF
CLAIM AGAINST NON-ASSOCIATED ASSETS
10.401 Limitations on Liability
10.402 Piercing the Veil
10.403 Reverse Veil Piercing
10.401 Recordkeeping
10.5 EVENTS CAUSING DISSOLUTION OF PROTECTED
SERIES, WINDING UP DISSOLVED PROTECTED
SERIES, VOLUNTARY CANCELLATION, WAIVER
OF CANCELLATION UPON DISSOLUTION, AND
REINSTATEMENT OF SERIES LIMITED LIABILITY
COMPANY
10.501 Dissolution
10.502 Dissolution Issues
10.6 ENTITY TRANSACTIONS AND MERGER
10.7 PROTECTED SERIES DESIGNATION AND AMENDMENT,
NAME, REGISTERED OFFICE AND REGISTERED AGENT,
SERVICE OF PROCESS, NOTICE OR DEMAND, AND
EFFECTIVENESS OF NOTICE
10.701 Protected Series Designation
10.702 Protected Series Name
10.703 Protected Notice
10.8 FOREIGN SERIES LLCs
10.9 USES OF SERIES LLCs
10.10 LEGAL UNCERTAINTIES WITH SERIES LLCs
10.11 THE OPERATING AGREEMENT OF A SERIES LLC
10.12 CONCLUSION
TABLE OF AUTHORITIES
INDEX
Allan G. Donn, Willcox & Savage, P.C., Norfolk
Allan G. Donn, editor of this book and author of Chapter 1, practices primarily in the areas of unincorporated business organization law, taxation, and estate planning. He lectures and writes on those subjects. He has contributed to the Shop Talk column of the Journal of Taxation, most recently the August 2023 issue. He is a co-author of The Revised Uniform Partnership Act, 2023-2024 edition (Thomson Reuters) and is the author of a chapter on limited liability entities in the Elgar Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (2015).
Mr. Donn served as the Chairman of the Joint Committee on Limited Liability Companies of The Virginia Bar Association that drafted the Virginia Limited Liability Company Act. He served as the ABA Advisor to the Drafting Committee to Revise the Uniform Partnership Act of the National Conference of Commissioners on Uniform State Laws. He was the Chairman of the Joint Editorial Board on Uniform Unincorporated Business Organization Acts of NCCUSL and the ABA. Mr. Donn was the Reporter for the NCCUSL Study Committee to recommend whether NCCUSL should undertake uniform series entity legislation.
He was also the ABA Advisor to the Drafting Committee appointed by NCCUSL for the Uniform LLC Protected Series Act. Mr. Donn is a graduate of the University of Virginia (B.A.), Harvard Law School (LL.B.), and Georgetown University Law Center (LL.M. in Taxation). He is a Fellow of the American College of Tax Counsel, American College of Trust and Estate Counsel, American College of LLC and Partnership Attorneys, and a member of the American Law Institute.
Joseph B. Allen, Willcox & Savage, P.C., McLean
Joseph B. Allen, author of Chapter 6, is a corporate transactional attorney in the McLean office of Willcox & Savage, P.C., where he practices primarily in areas of mergers and acquisitions transactions, private placement transactions, corporate and LLC governance and reorganizations, joint venture transactions, and complex commercial transactions. Mr. Allen received his B.B.A. in Accounting, magna cum laude, at the College of William & Mary and his J.D. from the William & Mary School of Law, Order of the Coif, magna cum laude. He was named in The Best Lawyers in America: Ones to Watch in the field of mergers and acquisitions law (2021-2024) and in the field of corporate law (2022-2024). From 2019 to 2022, he was recognized as one of Virginia’s “Legal Elite” in Virginia Business magazine.
Neil V. Birkhoff, Woods Rogers Vandeventer Black PLC, Roanoke
Neil V. Birkhoff, author of Chapter 4, is a principal in the law firm of Woods Rogers Vandeventer Black PLC in Roanoke. He is a member of the firm’s Corporate and Business Transactions Section. Mr. Birkhoff is a former member of the adjunct faculty of the Washington & Lee University School of Law. Mr. Birkhoff served as visiting director of the Washington & Lee Tax Clinic during the 2021-2022 academic year. Before joining Woods Rogers Vandeventer Black PLC, Mr. Birkhoff was a trial attorney with the Tax Division of the U.S. Department of Justice in Washington, D.C., where he handled a wide variety of civil tax litigation matters. Mr. Birkhoff is a Past Chair of the Virginia State Bar’s Section of Taxation and The Virginia Bar Association’s Section of Taxation. He is active in Roanoke Valley community organizations, including service on the boards of directors of Feeding America–Southwest Virginia and Goodwill Industries of the Valleys, Inc. He is a contributing author to several continuing legal education publications on estate planning and tax topics. Mr. Birkhoff received his B.A. with distinction from the University of Virginia, his J.D. from the College of William & Mary, and his LL.M. in Taxation from The George Washington University.
James M. Grosser, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.
James M. Grosser, co-author of Chapter 5, is senior counsel in Pillsbury Winthrop Shaw Pittman’s tax practice and is located in its Washington, D.C. office. He focuses on the taxation of partnerships and limited liability companies and in state and local taxation. Mr. Grosser regularly advises clients on negotiating and structuring limited risk investments in real estate ventures, including ventures qualifying for the federal low-income housing tax credit and the federal rehabilitation tax credit. He has extensive experience representing investors in tax credit transactions involving guaranteed and nonguaranteed private investment funds, portfolio acquisitions, and individual property acquisitions by investment funds. He has handled numerous transactions involving the federal rehabilitation tax credit, including transactions involving for-profit developers, government instrumentalities, and tax-exempt developers.
In the area of state and local taxation, Mr. Grosser advises clients with respect to a range of state and local tax issues, including income and franchise tax, sales and use tax, real property transfer tax, personal property tax, and tax credits and incentives. He has advised clients regarding the state and local tax consequences of a variety of business transactions, including transactions involving software and e-commerce, outsourcing, aircraft, and real property, and has obtained administrative rulings on behalf of clients. He has also represented clients in resolving tax controversies through administrative proceedings and by voluntary disclosure through the Multistate Tax Commission’s National Nexus Program. Mr. Grosser has represented taxpayers in administrative proceedings before the Internal Revenue Service and in litigation before the U.S. Tax Court.
In addition to his substantive legal background, Mr. Grosser has extensive experience in designing and managing customized web-based extranets to provide clients with continuous access to documents and issues in complex commercial transactions.
Mr. Grosser received his A.B., cum laude, from Dartmouth College, his J.D. from the University of Pennsylvania Law School, and an LL.M. from New York University School of Law. He is admitted to practice in the District of Columbia and Maryland.
R. Neal Keesee, Jr., Woods Rogers Vandeventer Black PLC, Roanoke
R. Neal Keesee, Jr., author of Chapter 3, is of counsel with Woods Rogers Vandeventer Black PLC. Mr. Keesee focuses his practice on business and corporate matters, intellectual property and computer law, banking, estate planning, tax, and real estate law. Mr. Keesee earned a B.S. in accounting from Virginia Polytechnic Institute and State University, magna cum laude, in 1985 and a J.D. from the Marshall-Wythe School of Law (Order of the Coif) in 1988.
Mr. Keesee is a frequent speaker on topics of interest to business owners and has authored chapters about corporate legal practice and limited liability companies in Virginia. Mr. Keesee also serves on the Al Pollard Memorial Foundation Board. He is listed in The Best Lawyers in America and Virginia Business’
“Legal Elite” in both business law (2022) and intellectual property (2023) and in The Best Lawyers in America in corporate law (2023).
Robert S. Logan, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.
Robert S. Logan, co-author of Chapter 5, is a special counsel in the law firm’s Tax practice, providing tax counsel covering a wide range of corporate, partnership, and exempt organization tax issues. Particular areas of emphasis include providing advice to real estate investment trusts (REITs) on planning and compliance issues, providing tax counsel to REITs and other clients in public and private securities offerings, and negotiating and structuring real estate limited partnership investments qualifying for the federal low-income housing tax credit. A recent representative project involved a merger of publicly traded REITs. Mr. Logan’s practice also includes counseling public and private nonprofit organizations in obtaining tax-exempt status and advising these organizations concerning the legal issues that arise in their programs and operations.
Mr. Logan received his B.S. from the University of Maryland and his J.D., with highest honors, from The George Washington University Law School, where he was a member of the Order of the Coif and Law Review. He is admitted to practice in the District of Columbia and Virginia. His professional affiliations include the American Bar Association, Section on Taxation; the District of Columbia Bar, Section on Taxation; and the National Association of Real Estate Investment Trusts.
Charles V. McPhillips, Kaufman & Canoles, P.C., Norfolk
Charles V. (“Chuck”) McPhillips, author of Chapter 9 and author of the annotated sample operating agreement, is a partner in the commercial law section of Kaufman & Canoles, P.C. He concentrates his practice in corporate and business law, mergers and acquisitions, public-private partnerships, and international transactions. Mr. McPhillips is a Fellow of the Virginia Law Foundation and is perennially listed in The Best Lawyers in America and Virginia’s Legal Elite. He is AV® rated by Martindale Hubbell. Mr. McPhillips graduated magna cum laude from Hampden-Sydney College in 1982, where he was elected to Phi Beta Kappa and Omicron Delta Kappa National Leadership Society. Mr. McPhillips attended the University of Virginia School of Law, where he was elected to the Order of the Coif upon his graduation in 1985. He is President of Greater Norfolk Corporation, Chairman of the James Barry Robinson Home for Boys Trust, and a member of the Board of Directors of the Catholic Community Foundation, an affiliate of the Diocese of Richmond.
Mr. McPhillips served as a Trustee of Hampden-Sydney College. He served as Founding Chairman of Saint Patrick Catholic School and continues to serve on its Board of Directors. He is a past Chairman of the McMahon-Parater Foundation, past Chairman of the Virginia Stage Company, and a past Chairman of the International Practice Section of the Virginia State Bar. He lectures frequently to lawyer and non-lawyer audiences on various business and international law topics.
Thomas D. Morton, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.
Thomas D. Morton, co-author of Chapter 5, is a retired partner in the law firm’s Tax practice in its Washington, D.C. office. He has been extensively involved in structuring tax-advantaged equity investment transactions throughout the United States. His work has primarily focused on representing corporate investors in projects qualifying for the low-income housing tax credit or the historic rehabilitation tax credit, as well as structuring several dispositions of large portfolios of interests in low-income housing tax credit properties. Mr. Morton has also served as a mediator in resolving disputes between developers and equity investors in low-income housing tax credit projects, and in recent years has served as an expert witness in litigations involving partnership tax and low-income housing tax credit matters.
Mr. Morton’s experience also includes providing federal income tax and financing advice in connection with projects intended to qualify for the energy investment tax credit and the production tax credit for electricity produced from renewable resources, including advising clients regarding the energy credit/cash grant program. His energy-related work has included providing tax structuring advice in connection with projects combining energy credits with other federal income tax credits and energy credit facilities with tax-exempt involvement. Mr. Morton is also experienced in representing investors in transactions qualifying for the historic rehabilitation tax credit and the new markets tax credit.
In addition to his tax credit-related investment work, Mr. Morton has represented corporations, airlines, and financial institutions serving as lessors, lessees, and lenders in leveraged, operating, and synthetic equipment leasing transactions involving aircraft, railcars, computer systems, and other equipment.
Mr. Morton received his B.S., summa cum laude, from Manhattan College, his J.D. from Cornell Law School, where he was a member of the Order of the Coif and Law Review, and his LL.M. from New York University School of Law. Mr. Morton is admitted to practice in the District of Columbia and New York. His professional affiliations include the District of Columbia Bar Association, Section on Taxation and, until recently, the Advisory Board for the Journal of Tax Credits. His publications include “Investor Considerations for Year 15 Exits,” Novogradac Journal of Tax Credits, Vol. XI, Issue II (February 2020), “The Qualified Opportunity Zone Program: Thoughts on the Long-Awaited Treasury Guidance,” Pillsbury Client Alert (November 14, 2018), “Impacts of the Omnibus Spending Plan on the Affordable Housing Industry,” Pillsbury Client Alert (May 7, 2018), “The Business Interest Limitation – Amended IRC Section 163(j),” Novogradac Journal of Tax Credits, Vol. IX, Issue III (March 2018), “The Impact of the Tax Cuts and Jobs Act on LIHTC Investments,” Pillsbury Client Alert (January 3, 2018), “IRS Issues Long-Promised Guidance Following Historic Boardwalk Decision,” Pillsbury Client Alert (February 10, 2014), “Impact of a Minimum Yield Guaranty on LIHTC Investments, Part 1,” Novogradac Journal of Tax Credits, Volume I, Issue VIII (August 2010), and “Impact of a Minimum Yield Guaranty on LIHTC Investments, Part 2,” Novogradac Journal of Tax Credits Volume I, Issue IX, (September 2010).
Laurence V. Parker, Jr., Williams Mullen, Richmond
Laurence V. Parker, Jr., author of Chapter 10, is the chair of the Mergers and Acquisitions team at Williams Mullen in their Richmond Office. He is a member of the Virginia State Bar and the American Bar Association. He has been listed in Virginia Super Lawyers magazine for Mergers & Acquisitions Law (2017-present), and he was previously recognized in Virginia Super Lawyers Rising Stars magazine (2009-2013). Mr. Parker is a former member of the board of directors of the Innsbrook Rotary Club and a former member of the board of directors for the Venture Forum. From 2015-2016, Mr. Parker taught mergers and acquisitions at the University of Richmond School of Law as an adjunct professor.
Before joining Williams Mullen, Mr. Parker was a logistics officer with the U.S. Marine Corps in Camp Pendleton, California. He received his Bachelor of Arts degree from the University of Virginia. He received his Juris Doctor and Master of Business Administration degrees from the University of Richmond, where he was a member of the McNeill Law Society and editor-in-chief of the University of Richmond Law Review.
Neil L. Rose, Willcox & Savage, P.C., Norfolk
Neil L. Rose, author of Chapter 7, is a partner in the Norfolk office of Willcox & Savage, P.C., where he practices primarily in the areas of tax law, business organization, and estate planning and administration. Mr. Rose received his B.S. in Commerce from the McIntire School of Commerce at the University of Virginia and his J.D. from the University of Virginia Law School, where he served as Notes Editor of the Virginia Tax Review, and a Masters in Taxation degree from Georgetown University Law Center. He has served as Chair of the Tax Section of the Virginia State Bar and as Chair of both the Elder Law Section and the Tax Section of The Virginia Bar Association. While Mr. Rose was a U.S. Treasury Special Honors Attorney from 1983 until 1987, he worked in the National Office of the Internal Revenue Service. He is included in The Best Lawyers in America. Mr. Rose is a member of the Norfolk-Portsmouth, Virginia Beach, Virginia, and American Bar Associations and a long-time board member and past president of the Hampton Roads Tax Forum. He has been a frequent speaker on LLC, taxation, and estate planning topics before groups ranging from community groups to Virginia CLE, the Virginia AICPA, and the ABA tax section.
C. Brandon Spalding, Jr., Hirschler Fleischer, P.C., Richmond
C. Brandon Spalding, Jr., author of Chapter 2, is a partner in the Richmond office of Hirschler Fleischer, P.C., where he practices primarily in the areas of privately held businesses, mergers and acquisitions, and investment management.
Mr. Spalding received his B.A. in History from the University of Virginia and his J.D. from Emory University School of Law, where he served as a Managing Editor of the Bankruptcy Developments Journal. He is a member of the Richmond Bar Association, in which he served as a past member of the Finance Committee, The Virginia Bar Association, and the American Bar Association. He is listed in The Best Lawyers in America® for Closely Held Companies and Family Business Law, and Corporate Law 2024, selected for “Legal Elite” (Corporate Counsel/Business Law) Virginia Business, 2019-2023, and was selected as a “Rising Star” in the Business/Corporate category by Virginia Super Lawyers (Thomson Reuters 2014).
Andrew W. White, Williams Mullen, Richmond
Andrew W. White, author of Chapter 8, is a partner with Williams Mullen in their Richmond Office. He has served as a trusted advisor to emerging growth companies and middle-market companies for over 25 years. Mr. White serves his clients both in a general counsel capacity and as quarterback for the wide variety of transactions that private companies experience, including venture capital and debt financings, mergers and acquisitions, complex commercial contracts, joint ventures, restructurings, and entity conversions.
Much of Mr. White’s work involves technology companies, including software, information technology, financial services, biotech, pharmaceutical, medical device, health care services, manufacturing and distribution, and food production companies. He has represented clients in approximately 100 seed stage, early growth, and expansion stage financings in transactions with high-networth angels, venture capital funds, and private equity investors, and has represented numerous private companies in the purchase or sale of businesses.
Mr. White also represents religious organizations and nonprofits, serving as counsel to the Board of Trustees of the Virginia Annual Conference of The United Methodist Church and other exempt organizations, including both private foundations and public charities.
Mr. White is listed in The Best Lawyers in America® for Corporate Governance Law (2016-present) and for Mergers and Acquisitions (2024), and, in 2019 and 2024 he was named the Best Lawyers® Richmond Corporate Governance “Lawyer of the Year.” He has been named among Virginia’s “Legal Elite” for Corporate Counsel (2016-2017 and 2019).
Mr. White is a former chairman of the Business Law Section of The Virginia Bar Association. He is a former president of Venture Forum RVA, the Richmond-based networking community for innovators, entrepreneurs, and capital providers. He speaks frequently on topics related to emerging growth companies and LLCs.
Mr. White earned his Juris Doctor degree from the University of Virginia, and he earned his Bachelor of Arts degree, magna cum laude, from Washington & Lee University, where he was inducted into Phi Beta Kappa.
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