WA Business Law Blog

When individuals form entities in Washington State, they most commonly set up Limited liability Companies ("LLCs"), which provide significant tax and liability benefits. People form LLCs in numerous different industries and for a large variety of reasons, including to limit their liability for business carried out by the LLC. Eventually, however, the LLC will run… Read More

The Corporate Transparency Act (CTA), passed by Congress January 1st, 2021, became effective in 2022 and aims to fight money laundering and other illicit activity. It is likely your business is required to comply with the CTA and report specific information to the government, including your driver’s license or passport. As lawyers who work regularly… Read More

Security interests in personal property are governed by the Uniform Commercial Code (“UCC”). A security interest is an interest granted in personal property to secure payment or performance of an obligation. For example, a business owner borrows money for its business and grants a security interest to the lender in the owner’s inventory and equipment.… Read More

In Alliance for Fair Board Recruitment, a federal court ruled in May 2023 that California’s law requiring corporations to maintain minimum membership on a corporation’s board of directors from individuals who identify as members of certain races and genders violates the Equal Protection Clause of the US Constitution.  In 2020, Washington adopted its own version… Read More

It is not often that the U.S. Supreme Court takes on a case with entity type ramifications, but they did just that in the recent 2023 decision of Bartenwerfer v. Buckley.  In Bartenwerfer, the all-too-common partnership to flip houses goes awry when one of the partners commits fraud and the innocent partner tries to limit… Read More

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

During the life of a Washington entity, whether it is a corporation, limited liability company, limited partnership, or partnership, it may be converted into another form of entity or it may be merged with another entity, whether the same form of entity or a different form of entity. It might also be involved in such… Read More

Under the Uniform Commercial Code (“UCC”), a financing statement is often required in connection with a secured transaction. For example, a person or business may borrow money to finance the purchase of equipment. Often, the equipment purchased serves as collateral (or security) for repayment of the loan. A financing statement will be filed to give… 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