WA Business Law Blog

Adding Value by Working Through an Outline of an LLC Agreement

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
May 31, 2023
According to Washington’s LLC Act, an LLC Agreement “means the agreement, including the agreement as amended or restated, whether oral, implied, in a record, or in any combination, of the member or members of a limited liability company concerning the affairs of the limited liability company and the conduct of its business.” A carefully crafted… Read More

How Do You Name a Debtor on a Washington UCC Financing Statement?

Per E. Oscarsson, Edmonds Lawyer
Per E. Oscarsson
Apr 28, 2023
Under the Uniform Commercial Code (“UCC”), a financing statement is often required in connection with a secured transaction. For example, a person or business may borrow money to finance the purchase of equipment. Often, the equipment purchased serves as collateral (or security) for repayment of the loan. A financing statement will be filed to give… Read More

If You Own a Business, You Need a Buy-Sell Agreement

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Apr 26, 2023
A buy-sell agreement is an agreement among the owners of a business that typically restricts ownership while the owners are alive, identifies a process in the event of the death or disability of an owner and establishes a methodology for valuation.  According to The Piedmont Group, only 46% of business owners have a buy-sell agreement… Read More

Minority Shareholders Must Show Fraud When Blocking Mergers

Caleb J. Tingstad, Edmonds Lawyer
Caleb J. Tingstad
Apr 14, 2023
What rights do minority shareholders have to oppose a merger? In short—almost no rights at all. In Allentoff v. Red Lion Hotels Corporation, No. 83576-9-I, 2023 WL 21338 (Wn. App. Jan. 3, 2023), the Division One Court of Appeals reiterated the now-concrete principal that, absent a showing of fraud, a minority shareholder dissenting from a… Read More

Withdrawal from an LLC

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Mar 29, 2023
I have written previously on Washington’s 2022 Amendment to the LLC Act to permit voluntary withdrawal (see here).  Withdrawal continues to plague LLC members because, while many LLC agreements discuss withdrawal caused by death, disability or bankruptcy, most LLC agreements do not solve the challenges created by a voluntary withdrawal. I find it helpful to… Read More

New Washington Case Provides Insight For LLC Records Request

Caleb J. Tingstad, Edmonds Lawyer
Caleb J. Tingstad
Mar 24, 2023
This blog frequently laments the lack of Washington case law across a number of LLC and corporate topics. One such topic includes records requests in both a corporate and LLC context. The scant authority makes every new case on the subject worthy of discussion—enter Lott on behalf of Blue Mountain Farms, L.L.C. v. Lott, No.… Read More

Digital Assets under the Uniform Commercial Code – Statutory Amendments

Per E. Oscarsson, Edmonds Lawyer
Per E. Oscarsson
Mar 14, 2023
In a previous blog titled “Digital Assets under the Uniform Commercial Code,” posted on November 29, 2022, I discussed the fact that digital assets, including virtual currencies, electronic money, and nonfungible tokens, are classified as general intangibles under the Uniform Commercial Code (the “UCC”) and that the current UCC does not adequately address the secured… Read More

No, Washington’s LLC Act is not modeled on the Uniform LLC Act. Part II

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Feb 22, 2023
I previously wrote on this subject here and write this to provide a couple more differences between Washington’s LLC Act (the “Act”) and RULLCA. The Act allows for an LLC to be formed without a member (a so-called “shelf LLC”): “a limited liability company is formed when its certificate of formation is filed by the… Read More