WA Business Law Blog

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

Your Clients’ Closely Held Corporation Needs a Shareholder Agreement A shareholder agreement is a cornerstone document for any corporation, outlining the rights and obligations of shareholders. Understanding the intricacies of these agreements is crucial for advising clients effectively. This blog post delves into the three primary points of a shareholder agreement: ownership and share transfer,… Read More

Owning a boat can be a dream come true, but managing its ownership effectively is key to ensuring you enjoy it to the fullest. Forming a Limited Liability Company (LLC) to hold your boat is more than just a legal formality—it can offer you significant advantages. In this post, we’ll explore three compelling reasons why… 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

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