LLC Formation and Merger

attorney - advocate - advisor

Lynn McKeever JD

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Whether a business chooses to organize as a corporation or LLC can impact its growth and agility. We work closely with our clients' accountants to get a new company started on the right track with appropriate decision-making structures.

Family Limited Companies

A Family Limited Company ("FLC") is becoming a popular way to share ownership of family assets without complicating the management structure. Here are some situations where the FLC works well:

High-risk professions. Assets of a professional at high risk of lawsuits can be transferred to the ownership of a private FLC.
Professional Management. A private FLC can hire a skilled professional to manage challenging investments like mineral rights, farms, family businesses, etc.
Gifting plans. Memberships in a FLC can belong to trusts for minors or disabled adults and income can be diverted to these lower tax bracket members.
Family Business Succession. When the elders of a family want to retire from the family business, but don't want to give up either ownership or ultimate control, a FLC can establish a systematic way of delegating management rights and responsibilities.
Co-ownership of undivided interests. Grandpa's ranch or Mother's patent is evidenced by a recorded written instrument. The FLC can be a title owner in which family members share rents and royalties.
Instead of or in addition to a trust. The terms of the Operating Agreement of the FLC can allow changes at the times of events like death or incapacity that preserve the ability of the FLC to "carry on" without interruption.

NEW MEXICO LLCS

Family businesses, closely held companies, and start-up entities are all taking advantage of the low maintenance costs and privacy of the New Mexico Limited Liability Company Act. This updated law allows flexibility in management, no annual fees, and privacy of ownership.

A New Mexico LLC can either be member-managed or manager-managed and it can elect to be taxed as a proprietorship, partnership, S-corporation or C-corporation. A New Mexico LLC can own assets in any other state and become qualified to do business almost anywhere.

Conversions and Mergers

Existing companies, both from New Mexico and other states, can convert to operating as a New Mexico limited company. Our law firm will draft Articles of Organization, Articles of Conversion, Articles of Merger and Articles of Dissolution. For out-of-state companies, we can oversee a two-step process of creating a New Mexico LLC and then filing a merger for the two existing entities.

Operating Agreements

Every limited liability company should have an Operating Agreement that sets out how the particular company makes decisions and deals with owners, creditors, heirs and successors. Because the entity comes as a one-size-fits-all, it must be tailored to the needs of the owner-members. Our office handles LLCs that are formed to run small businesses and LLCs that are formed to hold and manages family assets to achieve sophisticated tax planning and inter-generational wealth transfers.

lynn@lynnmckeever.com