[WSBAPT] LLC rights
Donna Calf Robe
DonnaC at brothershenderson.com
Fri Jul 29 14:00:15 PDT 2022
Mark,
I've not had success trying to open a probate for a limited purpose. The KC commissioners have said there is no authority that limits a PRs duties. So once appointed, the PR has the same duties as every other PR.
Donna
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Donna M. Calf Robe
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Brothers & Henderson, P.S.
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e-mail: donnac at brothershenderson.com
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From: wsbapt-bounces at lists.wsbarppt.com <wsbapt-bounces at lists.wsbarppt.com> On Behalf Of Mark Vohr
Sent: Friday, July 29, 2022 11:24 AM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com>
Subject: Re: [WSBAPT] LLC rights
Jennifer -
How frustrating. At some point in our frustration with financial institutions we come to the conclusion that the only way to resolve the issue is by involving the court. In this case, I would be tempted to go the route of opening a probate and get an order appointing the spouse PR which specifically limits the scope of the probate to authorizing the spouse to operate the business and access the bank accounts. I recall years ago there was a specific statute and the requirement of a court order to operate the decedent's business. I looked for that statute the other day and could not locate it - so perhaps it has been legislated out. With non-intervention powers I haven't had to look for it in a long time. In any event, I believe you can open probate for the purpose of just administering this asset in light of an uncooperative bank.
Assuming Columbia honors the order, pull all the assets out of Columbia and have spouse start new relationship with new bank and close the probate. I'm sure there are other approaches for this, but it seems like the bank is forcing you into court.
Mark C. Vohr, J.D. CPG
Ohana Fiduciary Corporation
A Washington Trust Company
155 NE 100th St., Suite 209
Seattle, WA 98125
Telephone: (206) 782-1189
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 Jennifer L White
Sent: Friday, July 29, 2022 10:51 AM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Subject: Re: [WSBAPT] LLC rights
Tagging on - I have one level worse on a current matter that I would appreciate any thoughts any of you might care to share. H & W, H dies, he is the sole member of an LLC that was his from even before his marriage to W. His Will leaves everything to her, and a Will only filing has been made in county of residence. They have a Community Property Agreement, so no probate. It has been recorded with the county auditor. She has changed the SOS filings, and the business's legal counsel prepared a nice resolution transferring the interest to her. Bank still won't let her have access. This is Columbia Bank who has previously not been on my "problematic bank" list for estate matters.
Jennifer L. White, Esq.
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jen at appletreelaw.com<mailto:jen at appletreelaw.com>
PO Box 11037
Yakima, WA 98909
509.225.9813
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 Mark Vohr
Sent: Thursday, July 28, 2022 4:14 PM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Subject: Re: [WSBAPT] LLC rights
Throwing in my $0.02. I agree with the resolution approach. This comes up all the time for us both in connection with accessing bank accounts and transferring real property, i.e. LLC owns 100% of some real estate and the decedent's estate holds 100% of the LLC membership units.
Following what Stuart says, you are going to need to create a resolution that appoints the PR manager of the LLC and authorizes the manager to access the bank accounts (I would specially name the bank account you want to access) I would suggest having the documents drafted that reflects a high degree of formality and includes a recitation of the background facts of ownership, death, appointment of PR and ownership path of the membership units, a copy of the death certificate, a copy of the letters testamentary. For good measure, I would also get a certificate of existence from the SOS office. They cost $20.00 and you can order one on the SOS website. If you overload the bank with official looking and worded documents, you may catch a break. The above is basically what we provide title companies to get their OK to sign sale documents - and if title is OK, then the bank should be OK.
Good Luck, we feel your pain....
Mark
Mark C. Vohr, J.D. CPG
Ohana Fiduciary Corporation
A Washington Trust Company
155 NE 100th St., Suite 209
Seattle, WA 98125
Telephone: (206) 782-1189
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 Stuart Scarff
Sent: Thursday, July 28, 2022 3:49 PM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Subject: Re: [WSBAPT] LLC rights
Shannon,
I suggest drafting a Consent Resolution acknowledging the Personal Representative/Estate as the LLC's sole member and electing the Personal Representative as the LLC Manager and granting the Manager broad authority to manage the LLC, including all banking matters.
Call me if you wish to discuss.
Stuart Scarff, Esq.
3035 Island Crest Way, Suite 201
Mercer Island, WA 98040
206.236.1500
206.905.5912 (fax)
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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 Nick Pleasants
Sent: Thursday, July 28, 2022 3:18 PM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Subject: Re: [WSBAPT] LLC rights
Take a look at RCW 11.48.025<https://urldefense.proofpoint.com/v2/url?u=https-3A__app.leg.wa.gov_rcw_default.aspx-3Fcite-3D11.48.025&d=DwMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=D9tEoysSE2LeouMC9Y8WQQ&m=OC5N4jvdeOrfxN1avwa0tngrCId0LX_WEJF9WneNGN4&s=wBziJvgndNQLplID1tIGHarBhD19AsvQAEzCtax7I68&e=>, it might not apply depending on whether there was a Will. You could seek an Order under that statute if it would make the credit union happy.
Nicholas Pleasants | Shareholder
[OseranHahnAttyatLaw 8]
11225 SE 6th Street | Suite 100 | Bellevue, WA 98004
Main: (425) 455-3900 | Fax: (425) 455-9201 | E-mail: npleasants at ohswlaw.com<mailto:npleasants at ohswlaw.com>
CONFIDENTIALITY NOTE: This e-mail message contains information belonging to the law firm of Oseran Hahn, P.S., which may be privileged, confidential and/or protected from disclosure. The information is intended only for the use of the individual or entity named above. If you think that you have received this message in error, please e-mail the sender. If you are not the intended recipient, any dissemination, distribution or copying is strictly prohibited.
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 Shannon Jones
Sent: Thursday, July 28, 2022 3:06 PM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Subject: [WSBAPT] LLC rights
Listmates, I represent a PR. Estate includes an LLC in which decedent was only member. No LLC agreement. Ongoing lease payments are deposited to the LLC bank account monthly. The PR needs to access this account during pendency of the probate. RCW 26.15.131(5) says PR has this right but when he went into credit union with Letters, they would not allow any access. It's a non-intervention probate. What is the best way to deal with the credit union? A letter from my office, an LLC "resolution"? Any advice or helpful forms appreciated - Shannon
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Shannon R. Jones | Attorney
Campbell Barnett PLLC
Direct: 253.848.3515
Office: 253.848.3513| Fax: 253.845.4941
317 South Meridian
Puyallup, WA 98371
shannonj at campbellbarnettlaw.com<mailto:shannonj at campbellbarnettlaw.com>
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