Recent News

‘When’ And ‘Where’ Does One Become A Member Of An LLC?

Washington State Business and Real Estate Lawyer David C. Tingstad | 7/21/2021
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

Guidance On Judicial Dissolution Of An LLC

Washington State Business and Real Estate Lawyer David C. Tingstad | 7/7/2021
In Washington, a court may order the dissolution of an LLC when “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…” RCW 25.15.274.  While there is no guidance from Washington about the applicable standard, the Iowa Supreme Court… Read More

The Implied Covenant: A Delaware Perspective

Washington State Business and Real Estate Lawyer David C. Tingstad | 6/23/2021
In last week’s post, I discussed Washington’s perspective on the implied duty of good faith and fair dealing, specifically in the context of the iCap NW case. Because of the relative lack of Washington guidance on business issues, Washington courts regularly look to Delaware for guidance. This week, I continue the exploration of the implied… Read More

Puget Sound Signs And Graphics – Client Profile For Beresford Booth

Washington State Business & Real Estate Lawyer William O. Kessler | 6/16/2021
When Dave and Tanya Anderson decided to finally pull the trigger on starting their own business, they stumbled upon a thriving business that needed to sell for nonbusiness-related reasons.  The sellers needed to sell fast and had the business priced accordingly.  Once the deal checked some initial boxes, it was time to do a more… Read More

What Is The Implied Contractual Duty Of Good Faith And Fair Dealing?

Washington State Business and Real Estate Lawyer David C. Tingstad | 6/16/2021
In a previous post, I discussed the “two and a half duties” LLC members owe to other members, focusing primarily on the duties of loyalty and care.  In this week’s installment, I attempt to identify some specifics about the slippery concept of the implied contractual duty of good faith and fair dealing (25.15.038(6)(b)). The context… Read More

Should I Put My Primary Residence In An LLC?

Washington State Business and Real Estate Lawyer David C. Tingstad | 6/11/2021
Because I work so closely with real estate investors who use LLCs for their investment properties, I am frequently asked whether they should put their primary residence in an LLC. Most people are aware that an LLC can provide liability protection for assets and may provide tax benefits. There are substantial downsides, however, associated with… Read More

Webinar – Business Sales 101

BeresfordBooth | 6/11/2021
June 10th, 2021 David C. Tingstad and Per E. Oscarsson discuss the business sale process, and they address common confusions that many sellers experience. Read More

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