Author: David C. Tingstad

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

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

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

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

I read Berman v. Tierra Real Estate Group, LLC (515 P.3d 1004) (2022) and was surprised when I read the following: “As Washington's act was substantially modeled on the ULLCA, we may look to the ULLCA to assist in our interpretation. Dragt v. Dragt/DeTray, LLC., 139 Wash. App. 560, 575, 161 P.3d 473 (2007)*.  I… Read More

Per RCW 25.15.246(1), “a member has no interest in specific limited liability company property.” There are a number of consequences that flow from such a brief statement in the LLC Act.  This article will discuss a few of such consequences. First, the members have no right to prosecute a cause of action owned by the… Read More

The Washington LLC Act provides “courts may order dissolution of a limited liability company whenever: (1) it is not reasonably practicable to carry on the limited liability company's activities in conformity with the certificate of formation and the limited liability company agreement; or (2) other circumstances render dissolution equitable.” RCW 25.15.274. This begs the question:… Read More

By: David C. Tingstad, Business and Real Estate Lawyer and Jennifer Takamoto, Business Law Paralegal. At Beresford Booth we pride ourselves on helping small businesses owners open their new business. We understand small businesses are built on hard work and our clients are putting all their time and money into their exciting new venture. They… Read More

A unique question was recently posed in Tormino v. Tormino Sash & Glass, Inc., 21 Wash.App.2d 1036 (Wash. Ct. App. 2022). Can an LLC be a director in a Washington corporation?  Tormino v. Tormino Sash & Glass In Tormino, at a special meeting of the shareholders, the shareholders of Tormino Sash and Glass, Inc. (“TSG”)… Read More