Limited Liability Entities: A State by State Guide to LLCs, LPs and LLPs (Ten Volume Set)

Limited Liability Entities: State by State Guide to LLCs, LLPs and LPs by Bradley T. Borden, Robert J. Rhee

Limited Liability Entities: A State by State Guide to LLCs, LPs and LLPs (Ten Volume Set)

By Bradley T. Borden, Robert J. Rhee
Update Frequency
Updated 7 times annually
Last Update
Product Line
Wolters Kluwer Law & Business
Available formats


The foremost authority on state laws governing limited liability companies, limited partnerships, and limited liability partnerships. This resource covers choice of entity, formation, admission, dissociation, dissolution, wind up, tax treatment; statutory and case sources are brought together in an accessible manner. By Bradley T. Borden, Robert J. Rhee

Limited Liability Entities: State by State Guide to LLCs, LPs and LLPs is the country's foremost authority on the state laws governing limited liability companies, limited partnerships, and limited liability partnerships. It contains expert analysis and commentary by two of the nation's most renowned experts in this area of the law and compiles statutory and case sources in an accessible manner. Authors Bradley Borden and Robert Rhee provide seven annual updates to this product, making it the most timely and comprehensive work of its kind.

Volume 1 provides a comprehensive overview of limited liability entities. It begins with a detailed review of the history and evolution of limited liability entities. It then provides an in-depth examination of the general state-law principles that govern limited liability entities, using the uniform limited liability entity laws as a basis for the discussion. Volume 1 also provides comprehensive coverage of the tax treatment of limited liability entities.

Starting with Volume 2, the treatise provides in-depth coverage of the respective state laws that govern limited liability entities. For each state, the treatise provides commentary about the state law, including discussion of relevant case rulings. In these commentaries and when appropriate, comparisons are made to other state law and the uniform laws. These volumes also reproduce the relevant state laws that govern limited liability entities.

Volume 2 covers the states of Alabama through Colorado

Volume 3 covers the states of Connecticut through Hawaii

Volume 4 covers the states of Idaho through Kentucky

Volume 5 covers the states of Louisiana through Minnesota

Volume 6 covers the states of Mississippi through New Hampshire

Volume 7 covers the states of New Jersey through Ohio

Volume 8 covers the states of Oklahoma through South Dakota

Volume 9 covers the states of Tennessee through Vermont

Volume 10 covers the states of Virginia through Wyoming

ISBN: 9781454820208
Pages: 6114
SKU: 1454820209
ETA: New update releasing soon! Order now and receive the latest version when it's available.


  • Guide to Acronyms
  • Uniform Statutes on LLCs
  • Uniform Statutes on LPs
  • Uniform Statutes on LLPs


  • Chapter 1. History of Limited Liability Entities
  • Chapter 2. Choosing a Limited Liability Entity
  • Chapter 3. Formation and Administration
  • Chapter 4. Governing Agreements
  • Chapter 5. Finance
  • Chapter 6. Limited Liability
  • Chapter 7. Management
  • Chapter 8. Fiduciary Duty and Standards of Conduct
  • Chapter 9. Liabilities of Members, Managers and Partners
  • Chapter 10. Rights of Members and Partners
  • Chapter 11. Dissociation
  • Chapter 12. Dissolution and Wind Up
  • Chapter 13. Conversions and Mergers
  • Chapter 14. Foreign LLEs


  • Chapter 15. Foundation and Concepts of Federal Income Taxation
  • Chapter 16. Choice of Tax Entity
  • Chapter 17. Classification of Tax Entities
  • Chapter 18. Formation of Tax Partnerships and Subsequent Contributions
  • Chapter 19. Partnership Operations
  • Chapter 20. Allocation of Tax Items in General
  • Chapter 21. Allocations of Nonrecourse Deductions
  • Chapter 22. Allocations of Pre-contribution Gains and Losses
  • Chapter 23. Allocations in Securities Partnerships


  • Introduction
  • Chapter 41. Formation
  • Chapter 42. Admission
  • Chapter 43. Dissociation
  • Chapter 44. Dissolution and Wind Up
  • Appendix A. Revised Uniform Limited Liability Company
  • Appendix B. Uniform Limited Liability Company Act (1995)
  • Appendix C. Revised Prototype Limited Liability Company Ac
  • Appendix D. Uniform Limited Partnership Act (2001
  • Appendix E. Uniform Limited Partnership Act (1976) with the 1985 Amendment
  • Appendix F. Uniform Partnership Act (1997
  • Appendix G. Uniform Partnership Act


Bradley T. Borden is a Professor of Law at Brooklyn Law School. Professor Borden is one of the country’s leading authorities on partnership taxation and financial and accounting aspects of limited liability entities. He has published articles on these topics in leading academic and professional journals, including Florida Law Review, Georgia Law Review, Houston Law Review, Journal of Taxation, Kansas Law Review, Real Estate Taxation, The Tax Lawyer, Tax Notes, and Virginia Tax Review. He is the author of several published and forthcoming books, including Tax-Free Like-Kind Exchanges (Civic Research Institute 2008, cumulative supplement 2011), Taxation and Business Planning for Real Estate Transactions (LexisNexis 2011), Tax, Legal, and Financial Aspects of Real Estate Joint Ventures (Civic Research Institute, in progress). He is preparing the manuscript for a forthcoming BNA portfolio, Tax Issues Affecting Real Estate Developers, and he is a frequent blogger on The Huffington Post. Before entering the legal academy, Professor Borden practiced law at Oppenheimer, Blend, Harrison & Tate, Inc., in San Antonio. He remained Of Counsel with the firm until it merged with Strasburger & Price, LLP, where he is now Of Counsel. Professor Borden is a past chair of the Sales, Exchanges & Basis Committee of the ABA Section of Taxation. He received a B.B.A. in accounting and M.B.A. from Idaho State University and a J.D. and LL.M. in taxation from University of Florida Fredric G. Levin College of Law. Professor Borden is a certified public accountant.

Robert J. Rhee is the John H. and Marylou Dasburg Professor of Law at the University of Florida Levin College of Law. His legal experience includes positions as a law clerk on the U.S. Court of Appeals for the Third Circuit, and a trial attorney at the U.S. Department of Justice. He also has significant investment banking experience. He was a vice president in financial institutions investment banking at Fox-Pitt, Kelton (a unit of Swiss Re) in New York, and an M&A investment banker at UBS Warburg in London. He has published scholarly articles in the New York University Law Review, Michigan Law Review, Northwestern University Law Review, Notre Dame Law Review, Emory Law Journal, William & Mary Law Review, Journal of Corporation Law, Cato Institute Policy Analysis, and Banking and Financial Services Policy Report. Additionally, he is the author of Essential Concepts of Business for Lawyers (Aspen Publishers), and a forthcoming casebook Corporate Finance (Aspen Publishers). He has taught law in the Netherlands, United Kingdom, and Korea, business ethics at the University of Maryland Robert H. Smith School of Business, and corporate governance at Johns Hopkins Carey Business School. Among other subjects, his academic work involves analysis of fiduciary duty and governance in business organizations, and he teaches broadly in the area of business law including business associations and corporate finance. He does not teach or write in the area of tax. He has served as an expert witness on issues of fiduciary duty and governance, and has trained associates at a major law firm on transactional negotiations and limited liability companies. He received his B.A. from the University of Chicago, J.D. from the George Washington University, and M.B.A. in finance from the University of Pennsylvania (The Wharton School). In this treatise and practice guide series, Professor Rhee has principally written and maintained volumes 2, 4, 7 and 8, and chapters 2–14 and 41–43 of Volume 1.