WA Business Law Blog

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

If you are thinking of starting a business, buying investment property, or purchasing a second home, you should consider forming a limited liability company (“LLC”). An LLC is a flexible business structure that offers many benefits, including: Legal protection: An LLC separates your personal assets from your business liabilities, so you are not personally responsible… Read More

I recently gave a talk to local small business owners about the Corporate Transparency Act (“CTA”) focused on the basics of the CTA: who reports, what information is reported, and when the information is reported. However, an attendee asked a very good question: as a director  on the Board of several local corporations, what are… Read More