Author: David C. Tingstad

A fundamental principle of partnerships is known as delectus personae, or the right to pick your partner.  The principle forms the backbone of partnerships and limited liability companies (LLCs) today.  This blog post kicks off a series of three posts focusing on the “pick-your-partner” principle as it relates to LLCs in Washington State.  Specifically, we… Read More

One of the features of Washington’s new LLC Act is a clarification of the fiduciary duties owed by members and managers. The Act provides that the only fiduciary duties members of a member- managed LLC and a manager of a manager-managed LLC are the duties of loyalty and care. Members in a manager-managed LLC do… Read More

Businesses have life cycles: birth (formation), life (operation), and death (liquidation and winding up). Many business owners form a limited liability company (“LLC”) by filing a Certificate of Formation, but fail to complete the necessary structuring of the LLC to maximize the benefits of LLC. When utilized properly, the flexibility the LLC offers coupled with… Read More

In Washington State, as with most states, LLC members hold certain rights deriving from statute as well as contract rights.  Most all of the rights identified in our LLC Act, RCW 25.15 (the “Act”) are subject to modification by agreement.  In the absences of an agreement to the contrary, members of LLCs, pursuant to the… Read More

What is an annual report? An annual report is the yearly document your LLC submits to the Washington Secretary of State.  The annual report notifies the Secretary of State about relevant information pertaining to your LLC like the name, principal office location, registered agent, and nature of the LLC’s business.  The Secretary of State requires… Read More

All limited liability companies embark upon journeys of varying length, activity, and consequence. Eventually, LLCs reach their journeys end and require dissolution. The process of dissolution and the time dissolution requires is different for every LLC, but what really happens with an LLC upon dissolution? Dissolution LLCs dissolve for a multitude of reasons. For example,… Read More

Most closely held business owners are not familiar with the process associated with buying or selling a business. The process is comprised of four general steps: conversation, letter of intent, definitive documentation and closing. Conversation The first step in the process is the initial conversation between the buyer and the seller.  A simple conversation can… Read More