WA Business Law Blog

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

When representing entities (primarily LLCs and corporations), keep in mind they act through their authorized agents.  Typical examples of authorized agents include presidents, CEOs and managers.  If the agent commits fraud, that fraud can be imputed to the entity and its directors / managers.      In order to commit fraud, you must have the necessary intent. … 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

Transfers of LLC interests are common in many areas of practice.  Whether you practice family law, estate planning, real estate, or business law, you deal with transfers of LLC interests.  I find it helpful to consider the who, what, when and how questions when considering LLC interest transfers. Who is Transferring? There can be many… Read More

You may be subject to certain new legislation passed by Congress known as the Corporate Transparency Act (“CTA”). If you have any ownership interest or control in any existing entities (such as corporations or limited liability companies), the CTA may directly affect you. Importantly, the CTA significantly impacts applicable entities by imposing a mandatory reporting… Read More

Companies rely on their directors to advise on important issues and oversee the company’s senior executives to ensure the company continues to stay the correct course. In their advisory and oversight roles, directors may be called on to review a shareholder demand and determine whether to pursue the shareholder’s requested action. When a Board receives… 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