[WSBAPT] Transferring LLC interest

[Mark Vohr]

Not sure how simple, your fact pattern mentions a trust, but provides no context for how the trust fits into this situation.  As far as transferring the LLC, you have three different roles to consider:


  1.  Owner of the LLC
  2.  Registered Agent for the LLC
  3.  Governing Persons for the LLC

Each requires a different step as follows:


  1.  Ownership of the LLC is based on who owns the membership units.  Transferring ownership means transferring the decedents membership units to the whomever is entitled to them in accordance with a will, if one exists, a trust, if the membership units are owned by a trust, or intestacy laws if there is neither a will or the shares are not owned by a trust.  That transfer is accomplished completely on the books of the LLC in accordance with the operating agreement or WA law if the LLC never completed an operating agreement.  Don’t forget to record a vote by the membership unit owners appointing a new manager for the LLC unless it is registered as member managed.  You will likely also want a vote approving the transfer and acknowledging the new owner as a member.  This is a bit of carryover from partnership law.  Others may have a different opinion about this.  You need to read the operating agreement to see if anything like this is addressed there.
  2.  and 3.  Registered Agent/Governing Body – Look at the Secretary of State’s website and download the forms for the annual report (or amended annual report depending on where you are in the cycle) and complete the annual report and the change in designation of the registered agent.  These forms should be signed by the manager, if the manager has this power, or by the members is the manager does not have this power.

I think this covers the basics.  Be sure to document what you did so when someone looks at this 5 years from now they have a narrative to aid in understanding unless your documentation is otherwise clear.

Regards,

Mark

Mark C. Vohr, Esq.
Ohana Fiduciary Corp.
Ohana Financial Services
A Washington Trust Company
Mark C. Vohr, J.D., CPG, Principal
PO Box 33710  Seattle, WA  98133
T:  (206) 782-1189 F:  (206) 782-1434
mcv at ohanafc.com      www.ohanafc.com

From: wsbapt-bounces at lists.wsbarppt.com <wsbapt-bounces at lists.wsbarppt.com> On Behalf Of Suzanne Lieberman
Sent: Friday, June 12, 2020 8:42 AM
To: wsbapt at lists.wsbarppt.com
Subject: [WSBAPT] Transferring LLC interest

Hello,

Simple question. For someone who owned an LLC together with the decedent (not the PR) - what steps need to be taken to transfer the LLC into her name only? Submit a copy of the death certificate and will or Certification of Trust with the Secretary of State?

Sincerely,

Suzanne Lieberman
CMS Law Firm LLC<https://urldefense.proofpoint.com/v2/url?u=http-3A__cmslawfirm.com_&d=DwMFaQ&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=K1mLMC1eFjwfeeMM-AC6zQ&m=AluOs31msLPT0Lwa4Hcww4AEav4bGDpGt9HhxpHAJU0&s=uHspgMtP43mkfTfuzA3Y_yJl5bSDfbO2OjrscrlYNrA&e=>
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Kirkland, WA 98033
206.659.1512


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