[WSBARP] Transfer Subsidiary LLC to Parent LLC - Process?

[John J. Sullivan]

Rob:

I can’t tell from the narrative exactly what is being done here. Are these two LLCs with dirt and identical Members wanting to become a single LLC? 

If so, I’ve always done a statutory merger. Then the transaction is exempt from the REET under either the “no ownership change” rule or (as I recall) the “exempt under the IRC” rule.

https://app.leg.wa.gov/RCW/default.aspx?cite=25.15.416

John J. Sullivan

Sent from my iPhone

> On Sep 15, 2021, at 8:11 AM, Rowley, Rob <rob at rowleylegal.com> wrote:
> 
> 
> Posting for an attorney friend (and also my education).
> Also, assume LLC contains dirt.
> 
> ------------------------------
> Have you ever transferred an LLC (as a subsidiary) to a parent company? I haven't.
>  
> What is process / paper trail for that. It would seem that:
>  
>        1.   Current members of LLC would need to surrender their units to the LLC;
>        2.   LLC would issue new Certificate of Units to parent company as sole member of subsidiary;
>        3.   Amend Op Agreement to reflect the actions of #1 and #2;
>        4.   File Amended Annual Report with SOS to accomplish the same.
>  
> Your thoughts 
> 
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