Tag: Membership

Fundamental information gathering requires one to answer questions relating to who, what, when, where, why, and how. In past postings, I have discussed the ‘how’ of acquiring an LLC membership (see, for example: An LLC Issued Me a K-1. What Am I?). As it stands, acquiring membership interest in an LLC rests on a host… Read More

In last week’s post, I identified some of the key distinctions when one holds an interest in an LLC, but is not a member (see here).  Members and transferees hold different rights. This post seeks to further explore the similarities and differences between members and transferees. Rights of Members and Transferees Members and transferees share… Read More

You may have heard that “membership has its privileges.”  But what if a person has an interest in an LLC but is not a member?  In general, such a person is a “transferee” and holds only a “transferable interest.” Transferable Interest Defined Under RCW 25.15.006(20) a transferable interest “means a member’s or transferee’s right to… Read More

One of the first actions LLC members take when a membership dispute arises is to make a demand for LLC documents. Members often believe they are “entitled” to documents, including customer lists, trade secrets, and documents relating to the Company’s intellectual property.  Members making these requests are often surprised that they have no rights to… Read More

This post is the final in a series of three discussing some of the basic principles of Washington LLCs and the default rules of the Washington Limited Liability Company Act, RCW 25.15 (the “Act”).  The previous two posts discussed the “pick your partner” principle and member dissociation and withdrawal.  This final post in the series… Read More

Membership in Washington LLCs comes with many rights, privileges, and obligations, and members cannot easily dispose of them.  This second post in a series of three highlights Washington’s Limited Liability Company Act, RCW 25.15 (the “Act”) default provisions on member dissociation and withdrawal as ways in which LLC members dispose of their various rights, privileges,… Read More

A fundamental principle of partnerships is known as delectus personae, or the right to pick your partner.  The principle forms the backbone of partnerships and limited liability companies (LLCs) today.  This blog post kicks off a series of three posts focusing on the “pick-your-partner” principle as it relates to LLCs in Washington State.  Specifically, we… Read More

In Washington State, as with most states, LLC members hold certain rights deriving from statute as well as contract rights.  Most all of the rights identified in our LLC Act, RCW 25.15 (the “Act”) are subject to modification by agreement.  In the absences of an agreement to the contrary, members of LLCs, pursuant to the… Read More