Recent News

On April 30, 2020, the IRS issued Notice 2020-32 (the “Notice”), which answered a question asked by many business owners since receiving their Payroll Protection Program (“PPP”) loans: are deductible expenses paid for with the PPP loan still deductible once the PPP loan is forgiven?  According to the IRS, the answer is “no”. The Notice… 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

Businesses receiving loans from the Small Business Association’s (“SBA”) Paycheck Protection Program (“PPP”) need to be aware of the loan forgiveness available.  At this early stage, much remains to be learned about the application of the forgiveness portion of the PPP.  In general, businesses who receive PPP loans can utilize the loan money in specific… Read More

New PPP funds are about to be available.  If you did not receive funds from the first round, here is what you should be doing now: If you submitted an application to your bank, but it was not approved before funding was exhausted: Ask your bank whether you should submit a new application, or will… 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

One of the features of Washington’s new LLC Act is a clarification of the fiduciary duties owed by members and managers. The Act provides that the only fiduciary duties members of a member- managed LLC and a manager of a manager-managed LLC are the duties of loyalty and care. Members in a manager-managed LLC do… Read More

Businesses have life cycles: birth (formation), life (operation), and death (liquidation and winding up). Many business owners form a limited liability company (“LLC”) by filing a Certificate of Formation, but fail to complete the necessary structuring of the LLC to maximize the benefits of LLC. When utilized properly, the flexibility the LLC offers coupled with… 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

We Are a Primerus Firm For many years Beresford Booth has held a membership in Primerus, an international society of independent law firms.  Such an honor does not come easily, nor is it something our firm takes lightly: earning a Primerus membership requires a consistent commitment to excellence. As a Primerus firm, we hold connections… Read More