[WSBAPT] Payments to LLC under REK

[Kailei Feeney]

If there is not a buyout, couldn’t the right to income then be assigned to the three non LLC member children/ beneficiaries for the estate to close?

Kailei
Kailei B. Feeney
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From: wsbapt-bounces at lists.wsbarppt.com <wsbapt-bounces at lists.wsbarppt.com> On Behalf Of Inge Fordham
Sent: Wednesday, September 8, 2021 2:46 PM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com>
Subject: Re: [WSBAPT] Payments to LLC under REK

Thanks, Eric.


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Inge A. Fordham | Attorney
Fordham Law, PLLC
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From: <wsbapt-bounces at lists.wsbarppt.com<mailto:wsbapt-bounces at lists.wsbarppt.com>> on behalf of Eric Nelsen <eric at sayrelawoffices.com<mailto:eric at sayrelawoffices.com>>
Reply-To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Date: Wednesday, September 8, 2021 at 9:50 AM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Subject: Re: [WSBAPT] Payments to LLC under REK

If the operating agreement doesn’t specify, then the dissolution procedures under RCW 25.15.265 et seq.<https://app.leg.wa.gov/RCW/default.aspx?cite=25.15&full=true#25.15.265> are really the main option. See especially RCW 25.15.274 on judicial dissolution:

RCW 25.15.274
Judicial dissolution.
On application by a member or manager the superior courts may order dissolution of a limited liability company whenever: (1) 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; or (2) other circumstances render dissolution equitable.

On your facts though, I don’t know that a dissolution could be forced. It might be tedious but it’s also “reasonably practicable” and not inequitable, since it sounds like a very simple income stream and the tax filings should not be particularly complicated.

Sincerely,

Eric

Eric C. Nelsen
Sayre Law Offices, PLLC
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Seattle WA 98144-3909
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From: wsbapt-bounces at lists.wsbarppt.com<mailto:wsbapt-bounces at lists.wsbarppt.com> <wsbapt-bounces at lists.wsbarppt.com<mailto:wsbapt-bounces at lists.wsbarppt.com>> On Behalf Of Eric Nelsen
Sent: Tuesday, September 7, 2021 8:48 PM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Subject: Re: [WSBAPT] Payments to LLC under REK

It's likely to be dictated by the operating agreement.
Eric Nelsen
Sayre Law Offices PLLC
206-625-0092

On Sep 7, 2021 6:01 PM, Inge Fordham <inge at fordhamlegal.com<mailto:inge at fordhamlegal.com>> wrote:
Colleagues,

I am handling probate proceedings for a decedent who was the member of an LLC comprised of various extended family members.  The beneficiaries of the estate are the decedent’s three children (none are members of the LLC).  The LLC’s sole asset is a real estate contract upon which payments will be made up to 2025.  I have not seen the operating agreement for the LLC (though I requested it).  It seems tedious to continue receiving payments, filing estate income taxes, and making distributions every year until 2025.  What are the options if the other members will not agree to buy the estate out of the contract?

Thanks in advance,


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Inge A. Fordham | Attorney
Fordham Law, PLLC
3218 Sixth Avenue | Tacoma, WA 98406
Office: (253) 348-2657 | Mobile: (206) 778-3131
www.fordhamlegal.com<http://www.fordhamlegal.com>

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