[WSBAPT] PR Asssignment of LLC membership

[Josh Grant]

Thank you Eric.  This is a sale of a decedent’s interest to one of several remaining members.  Less than 50% and all that is in the LLC is land, so no 1% tax payable.

From: Eric Nelsen 
Sent: Thursday, September 21, 2017 3:37 PM
To: WSBA Probate & Trust Listserv 
Subject: Re: [WSBAPT] PR Asssignment of LLC membership

Exact requirements will be governed by the Operating Agreement, or by statute if there is no Operating Agreement, see RCW 25.15.246 and .251. If it is a straight inheritance, and not a buy-sell, I think that is relatively straightforward because it does not need representations and warranties and so forth to the buyer; it's more or less a transfer without warranty.

 

Keep in mind that there is a difference between assignation of the financial interest and ownership of the units, and qualification of the owner of the units as an actual member of the LLC. Either the Operating Agreement or RCW 25.15.116 governs admission of the new owner as member.

 

For a plain inheritance, I usually just write something relatively simple, such as:

 

Grantor, X, PR of the Estate of Y, Deceased, for no consideration and to complete transfer by inheritance pursuant to [intestacy or the Will], does hereby assign, set over, and transfer all the Grantor's right, title, and interest in and to Z Units of ABC LLC, a Washington limited liability corporation. Grantor hereby requests that the manager of the LLC cause the assignment to be reflected in the LLC's books and records, effective immediately upon signing of this Assignment.

 

Sincerely,

 

Eric

 

Eric C. Nelsen

SAYRE LAW OFFICES, PLLC

1417 31st Ave South

Seattle WA  98144-3909

phone 206-625-0092

fax 206-625-9040

 

From: wsbapt-bounces at lists.wsbarppt.com [mailto:wsbapt-bounces at lists.wsbarppt.com] On Behalf Of Josh Grant
Sent: Thursday, September 21, 2017 3:09 PM
To: wsbar trust
Subject: [WSBAPT] PR Asssignment of LLC membership

 

I was hoping someone could share a form :

My client is PR of an estate and we need to assign decedent’s units of ownership in an LLC.

 

King County law Library has a lot of good forms but not his one.

 

thanks

 

Josh

 

Joshua F. Grant, PS
Attorney at Law
P. O. Box 619
Wilbur, WA 99185
tel 509 647 5578
fax 509 647 2734



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