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On April 30, 2014, The National Commission for Certifying Agencies (NCCA) granted accreditation to the NALA Certified Paralegal program for demonstrating compliance with the NCCA Standards for the Accreditation of Certification Programs. NCCA is the accrediting body of the Institute for Credentialing Excellence. The NCCA Standards were created to ensure certification programs adhere to modern standards of practice for the certification industry.  The NALA Certified Paralegal program joins an elite group of more than 120 organizations representing over 270 certification programs that have received and maintained NCCA accreditation. More information on the NCCA is available online at www.credentialingexcellence.org/NCCA

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Business Organizations: Noncorporate Entities
This page summarizes the Noncorporate Entities Advanced Paralegal Certification. Use the links below to review the items, register or login to the course. If you have not already registered as a user on the NALA APC web site, click "Register for the Course." If you have already registered for this or another APC course, you have already created a user account, click "Login."

Paralegals who are not seeking the Advanced Paralegal Certification credential are welcome to register and take any APC courses as advanced continuing education programs. CLE credit is available upon completion of the courses from NALA for Certified Paralegals, and from various state CLE programs.

Prerequisite Knowledge Learning Contract Register for the course
Fee:   $250 Members; $300 Non Members

Course Description

This course presents essential concepts related to the historical development, governing law, formation, operation, taxation, and advantages and disadvantages of nonincorporated business entities. In this course, you will learn the essential concepts of noncorporate business organizations. You’ll examine the unique features of each type of organization and prepare a practical reference chart. Building on what you’ve learned, you’ll research business processes from selection and formation to taxation, dissolution, and dissociation. Through scenario-based activities and case studies, you’ll increase your expertise with laws and concepts concerning noncorporate entities nationwide and in your area particularly.  

Click here to open "Role of the Paralegal" in working with Business Organizations: Noncorporate Entities. This is the basis for this advanced course.

Course Modules

The Advanced Paralegal Certification course on Noncorporate Entities consists of successful completion of 10 modules of text, assessments, and assignments.  The modules and their objectives are as follows:

1. Introduction and Sole Proprietorship
Module 1 is an introduction to basic business entity concepts, definitions, and terminology. Topics include a discussion of small businesses compared to large corporations, their use of noncorporate entities, and federal small business legislation; business entity characteristics, governing law, formation requirements, contractual and agency relationships, rights and responsibilities of management and operation, financial rights and obligations, liability, transfers and buyouts, termination and dissolution, and taxation; agency in business organizations, including the nature and creation of an agency relationship, persons in agency relationship, types of principals and agents, agent authority, liability to third parties, and termination of agency; duties and business relationships, including fiduciary duties and the duty of good faith and fair dealing; the sole proprietorship as a business form, its formation and organization, fees and licensing, liability of the sole proprietor, and fictitious name; a brief overview of the primary types of noncorporate business entities — general partnerships, limited partnerships, limited liability companies, limited liability partnerships, and other noncorporate business entities.
2. General Partnerships
Module 2 discusses one of the oldest forms of noncorporate business entities, the general partnership. Topics include the law governing the formation and operation of general partnerships, including the Uniform Partnership Act, the Revised Uniform Partnership Act, state statutes and which state's law applies; formation of general partnerships, partnership members, types of partnerships, a partnership’s existence as either a separate entity or an aggregate of individual partners, and permissible partnership names; the partnership agreement, including mandatory and default rules, form, provisions, nonwaivable provisions, and methods for amending; partnership statements of authority, denial, and dissolution; operation and management of the partnership, including management rights, a partner’s right to participate in decisions, unanimous consent requirements, and a partner's right to bind the partnership; fiduciary duties in the partnership, including the duties of care, loyalty, and providing information; a partner’s financial rights, including profit and loss sharing, employment by the partnership, contributions to the partnership, and leases; liability of partners to each other and to third parties, and indemnification; transfer of partnership interests, interests that are transferable, financial interests, management limitations, and effects of the partnership agreement; partner dissociation and its consequences; dissolution of the partnership, including causes of dissolution, winding up processes, a partner's power to bind the partnership during dissolution, settlement of accounts and contributions, and a partner's liability to other partners after dissolution; and conversions and mergers, including conversions of general partnerships to limited partnerships; the effects of conversions and mergers, and statements of merger.
3. Limited Partnerships based on the Uniform Limited Partnership Act of 1985
Module 3 examines the law and use of LPs based on the Uniform Limited Partnership of 1985. Topics include a brief comparison of partnerships and corporations, the development of LPs as an alternative form of business entity, and comparison to general partnerships; the law governing LPs, including the development of uniform limited partnership statutes, sources and statutory authority, linkage to partnership statutes, and statutory default rules; formation of LPs, including partnership members, certificates of limited partnership, certificate requirements, registration as a foreign LP, name requirements for LPs, and amendments to certificates of LP; limited partnership agreements, typical and atypical provisions, writing requirements, and procedures for amendments; operation and management of LPs, including general management rights, participation of limited partners in management, fiduciary duties, contributions, profit and loss sharing, and transfers of partnership interests; liability of general partners and limited partners; recordkeeping requirements and partner access to information; partner dissociation and dissolution of the partnership, including the existence of the LP as a separate entity from the partners, withdrawal by a general partner, withdrawal by a limited partner, consequences of withdrawal, dissolution of the LP, and partner rights to wind up partnership business; mergers and conversions, including conversion of an LP to a general partnership, the effects of conversions and mergers, and statements of merger.
4. Limited Liability Companies
Module 4 examines the development of and law applicable to LLCs. Topics include an introductory discussion of the development, characteristics, tax treatments, and benefits of the LLC as a limited liability business entity; the Revised Uniform Limited Liability Company Act and other governing law; LLC formation, including the state of formation, formation in Delaware, required articles of organization and their contents, permissible names for LLCs, shelf LLCs, and membership and contributions; adoption and contents of LLC operating agreements, including operating agreements for single-member LLCs; management of the LLC, including management by members or managers, voting, and governing authority; fiduciary duties among LLC members, particularly management roles, the duties of care, loyalty, and to provide information, fiduciary duties for manager-managed LLCs, and effective control by a non-managing member; LLC entity liability, member liability, and indemnification; transferable interests in an LLC, including the nature of the interest that is transferable, rights of first refusal, and transferee rights; voluntary and involuntary dissociation of members; recordkeeping requirements for LLCs; and voluntary and involuntary dissolution and winding up of an LLC.
5. Limited Liability Partnerships
Module 5 discusses the development of and law applicable to LLPs. Topics include a discussion of the origins of limited liability partnerships; governing law derived from general partnership statutes, types of state statutes, and professional LLPs; formation of limited liability partnerships, including registration processes and requirements, partnership votes, form requirements, and operation in multiple states; LLP liability, including the scope of limitation, supervisory and misconduct liability, partnership agreements on liability, and partners' liability to other partners; LLP management rights, including the operation of agency within the LLP, partner management, and fiduciary duties; LLP financial rights and obligations, including capital contributions and distributions, conflicting interests, capitalization, insurance, indemnification, and contributions; the effect of registration as an LLP, including the required notice to clients, liability after registration, preregistration and postregistration claims, indemnification clauses in preregistration partnership agreements, and dissolution of the previous partnership; and limited liability limited partnerships.
6. Limited Partnerships based on the Uniform Limited Partnership Act of 2001
Module 6 focuses on LPs based on the Uniform Limited Partnership Act of 2001. Topics include a review of the Uniform Limited Partnership Act of 1985 in light of the subsequent development of limited liability companies and limited liability partnerships, and the revisions that led to the ULPA-2001; the ULPA 2001 as a standalone statute; formation of an LP under ULPA 2001, including a transition from prior law, duration, permitted purposes, and permitted names; liabilities of general and limited partners for entity debts, and partner liability for distributions; operation and management, including fiduciary duties of general and limited partners, voting, and the partnership agreement; recordkeeping and access to partnership information, including required records and information, writing requirements, other information, and annual reports; financial rights and obligations, including allocation of profits, losses, distributions, transfer of partner interest, and contributions; withdrawal and dissociation, including voluntary and involuntary dissociation of general and limited partners; dissolution of the LP, including partner consent requirements, dissociation of general partners, and filings related to termination; and mergers and conversions to general partnerships.
7. Other Noncorporate Entities
Module 7 is an overview of several common types of noncorporate business entities used for specific purposes, namely joint ventures, joint-stock companies, cooperatives, business trusts, and real estate investment trusts. Topics include the law and use of joint ventures, including formation, duration, joint venture agreements, operation and management, liability of joint ventures, transfer of interests, and dissolution; joint-stock companies, including governing law, formation and operation, liability of stockholders and managers, transfer of interests, and dissolution; cooperatives, including their formation, structure, operation, management, control, types of cooperatives, and distributions of surpluses; business trusts, including governing law, formation, operation, management, control, liability, distributions, and dissolution; and real estate investment trusts (REITs), including governing law, tax treatments, characteristics, and mortgage, equity, and finite REITs.
8. Special Issues
Module 8 discusses special issues in legal actions involving corporations and noncorporate entities. Topics include the types of actions available to entities, their owners, and third parties, including creditor actions, partnership actions, and derivative actions, and various causes of action; remedies available, including accountings, statutory remedies, contractual remedies, and dissolution; buyouts, including required buyout of dissociating partners, valuation of interests, minority discounts, premature dissociation, delays and gaps, and works in process; expulsion of partners and members, including forced buyouts, freezeouts, bad faith expulsions, and bankruptcy; issues of management and partnership and operating agreements, including management and voting rights, agreement restrictions, manager restrictions, veto powers, and authority to bind an entity; issues with fiduciary duties and agreements, including waivers, choice of law, specific provisions, exclusive remedies, good faith and fair dealing, LLCs, and indemnification; and agreement issues regarding buyouts and continuation or dissolution, including triggers, expulsion, withdrawals, valuation provisions, LLC buyout provisions, and judicial dissolution prohibition.
9. Taxation
Module 9 examines processes, advantages, and disadvantages regarding taxation of corporations and noncorporate entities. Topics include taxation of sole proprietorships, including income taxes, self-employment taxes, and employment taxes; partnership taxation, including federal income tax, other federal taxes, and state and local taxes; tax choices regarding federal income tax elections, an entity's tax year, and accounting methods and elections; contributions and interest, including capital and profit interests, contribution of capital assets, deferred gains and losses, exceptions to nonrecognition, and contribution of services; tax basis and holding period, including inside and outside bases, treatment of debt, encumbered property, holding periods, increases and decreases, and changes after formation; operating results, including reporting results, partnership allocations, ordinary income, and separately stated items; operational losses, including organizational and start-up costs and loss limitations; partner-partnership transactions, including guaranteed payments, sales of property, and employment by the partnership; and disposition of interests and assets by sole proprietorships, partnerships, and limited liability entities, including treatment of receivables, inventory, and losses.
10. Comparison and Selection
Module 10 presents a comparison of various types of business entities and factors considered in selection of form for a particular business. Topics include options available to potential businesses, including corporate options, the nature of a proposed business activity, location of the business, and capitalization versus control; ease of formation considerations, including corporate formation requirements, number and type of members or shareholders, transferability of interests, and duration of the business; operation factors, including maintenance requirements, management of large corporations compared to smaller entities, and LPs; finance requirements, including financial structure, start-up costs, and securities issues; factors regarding profits, losses, and taxes; liability considerations, including corporate liability, liability of corporate promoters, defective formation, sole proprietorships, general partnerships, and shareholder and member liability; piercing the liability veil for corporations, limited liability entities, and LPs; and current business trends, including multinational operations and the ownership of businesses by women and minorities.

Prerequisite Knowledge

This course is designed for paralegals who are knowledgeable or experienced in general business law. Familiarity with state constitutions and statutes, practice and procedure forms, internet research, basic taxation, basic litigation, agency law, contracts, liability, and remedies will be advantageous.