[WSBARP] Property in Name of LLC?

[rpampell at swcp.com]

Paul,

When I saw this question in a prior post, I was curious and checked the WA
LLC Act.  Unfortunately, there is no such provision to be found.  This may
have something to do with the theoretical character of partnerships as
aggregates of the partners, as opposed to entities like corporations.  LLCs,
being strictly statutory creatures, lie somewhere in-between.

 

That said, looking at RCW 25.15.154(2), your client's argument might be that
because the manager "is an agent of the limited liability company and has
the authority to bind the limited liability company with regard to matters
in the ordinary course of its activities," the manager can accept the
property on behalf of and for the account of the LLC.  Otherwise,
manager-Mom would be acting as a nominee or trustee or something similar for
the LLC; this doesn't make a lot of sense unless there is evidence of that
intention.  But I suppose that even she is acting in that kind of role, the
principal/beneficial owner of the property is the LLC and not Mom.

 

Is Mom or the trust a member of the LLC?  If so, then it would seem fairly
clear that it's a member contribution to the LLC, albeit poorly worded.

 

Bob Pampell

 

From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com>
On Behalf Of Paul Neumiller
Sent: Tuesday, August 31, 2021 4:17 PM
To: wsbarp at lists.wsbarppt.com; Listserve RealProp
(realprop at googlegroups.com) <realprop at googlegroups.com>;
REALPROP at yahoogroups.com
Subject: [WSBARP] Property in Name of LLC?

 

Listmates, a perusal of casemaker doesn't reveal an answer.  I have a matter
where there was a 2007 quitclaim deed that said (paraphrasing): "Mom,
trustee of the Mom family trust, quitclaims the property to Mom, manager of
the Mom, LLC."  OK, so RCW 25,05.065 says that for a partnership "property
is partnership property if acquired in the name of ..one or more of the
partners with an indication in the instrument transferring title to the
property of the person's capacity as a partner or of the existence of a
partnership.".  So, is there a comparable provision for LLCs?  I can't find
one.  Client desires to have the IRS accept that the property is in the LLC.
We could prepare and record a "correction" deed naming the LLC as the
"correct" grantee but would rather not if unnecessary.  

 



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