WA Business Law Blog

Washington law provides a board of directors discretion to make distributions to its shareholders. However, this discretion is not unfettered. This post will explore the limitations on distributions for which Boards should be aware to protect themselves from personal liability. Limitations on Distribution A board’s ability to make distributions to its shareholders is limited by… Read More

Corporations and their boards frequently find themselves confronted with litigation from their own shareholders. Shareholder litigation usually involves either a shareholder demand (via a letter) or a filed complaint alleging the shareholder need not make demand in the first place (e.g. demand is “futile”). Often times, the success or failure of a shareholder’s claims simply… 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

When individuals wish to join forces in business and form a limited liability company, they should put together a written operating agreement for their entity, and take care to consider each provision carefully, as the final document will govern their rights and responsibilities and will fundamentally steer the course of the relationship between them. One… 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

One aspect of business that is governed by the Uniform Commercial Code (the “UCC”) is secured transactions involving personal property. A good example of such a transaction is the bank loan the repayment of which is secured by a security interest in inventory, equipment, supplies, work in process, and general intangibles, etc. The UCC defines… Read More

At the outset of forming an LLC, everyone gets together around the table to agree on the operating agreement and its provisions. A party who is always at the table, but who is frequently forgotten, is the LLC itself. Sometimes, I see operating agreements signed by the members, but not the LLC. A recent Washington… 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