Author: C. Michael Kvistad

The Washington Supreme Court, in a recent 7-2 decision, upheld a trial court's ruling in favor of the Department of Revenue (“DOR”), denying deductions for investment income claimed by 16 related LLCs. Antio, LLC v. Dep't of Revenue, 557 P.3d 672 (Wash. 2024). Antio highlights the complexities of tax law and the importance of statutory… Read More

Understanding Letters of Intent When Buying or Selling a Business In the world of business and legal transactions, a Letter of Intent (“LOI”) serves as a crucial document that outlines the preliminary understanding between parties before finalizing a formal agreement. When navigating a potential deal, understanding the nuances of LOIs is essential. This blog post… Read More

Section A: Forming an LLC Filing and maintaining an LLC in Washington involves several important steps to ensure compliance and successful operation. This post, Part 3, Section A, is a brief primer on forming and maintaining an LLC. The next and final post in this LLCs 101 series will discuss steps you can take to… Read More

Understanding Governors in Washington State Entities Filing an annual report with the Washington Secretary of State (“SOS”) is a crucial requirement for business entities like LLCs and corporations. This report provides essential information about the entity, its owners, and its registered agent. One specific detail it requires is a listing of the “governors.” RCW 23.95.255(1)(e).… Read More

Section B: Taxation of LLCs LLCs are remarkably flexible when it comes to taxation. By default, they are automatically taxed as either a sole proprietorship or a partnership, depending on the number of members involved. Here’s how it works: Sole Proprietorship Taxation: If your LLC has only one member (a single-owner LLC), it is treated… Read More

Section A: Member-Managed and Manager-Managed LLCs A member-managed LLC and a manager-managed LLC are two different ways of organizing the management structure of a limited liability company. The main difference is who has the authority and responsibility to make decisions and run the business on a daily basis. Here are some key points to compare… Read More

Unraveling the Complexity: Manager-Managed LLCs and Taxation Insights Welcome back! In our ongoing exploration of limited liability companies (LLCs), we’re about to embark on a journey through the intricate terrain of manager-managed LLCs. A. Manager-Managed LLCs: The Power Behind the Scenes Picture this: a bustling theater production. The spotlight shines on the actors—the members of… Read More

Section B: Let’s Answer the Question In my previous post, I explored the distinctions between partnerships and corporations. Now, let’s take a bird’s-eye view to understand the central elements of LLCs. An LLC is a unique business structure that combines the advantages of both corporations and partnerships. As a U.S. legal entity, an LLC provides… Read More

Section A: A Comparative Analysis of Partnerships and Corporations In answering the question, “What is an LLC?” we begin by exploring the fundamental differences between partnerships and corporations. This foundational knowledge sets the stage for our subsequent discussion in Section B on Limited Liability Companies (LLCs), which embody characteristics of both these traditional business structures.… Read More