[WSBARP] Showing my ignorance ( again)

[Craig Gourley]

Thank you.  Based on that definition I see an opportunity for disaster.  People add “Governors” without understanding the consequence.  In a typical Member Managed LLC , adding a Governor is defined as adding a Member.  This results in elimination of the Disregarded Entity status for federal tax purposes, requires filing of a Partnership Tax return and in my fact pattern probably blows a 1031 exchange resulting in several hundred thousand in federal tax liability.   Law of unintended consequences.

From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> On Behalf Of David Daniel
Sent: Tuesday, May 3, 2022 3:04 PM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com>
Subject: Re: [WSBARP] Showing my ignorance ( again)

I believe the term is defined in this context at RCW 23.95.105(12).

David C. Daniel, Attorney
____________________________________
 DEMCO LAW FIRM, P.S.
____________________________________
Phone| (206) 203-6000
Email | ddaniel at demcolaw.com<mailto:ddaniel at demcolaw.com>
5224 Wilson Ave S #200
Seattle, WA 98118


On Tue, May 3, 2022 at 2:56 PM Craig Gourley <craig at glgmail.com<mailto:craig at glgmail.com>> wrote:
Listmates.  So what exactly is a “ Governor” when it comes to the Secretary of State  and LLCs .  I can not find a definition anywhere.  I currently have people listed as “Governors” telling me that they are not “Members”  and not Managers ( Member Managed LLC).   They claim to have no financial interest but are listed as Governors by the Secretary of State.  I realize that the SOS did not randomly do this and  in this case I know they were added by a family member. Is there any legal ramification to being made a “Governor” or can one randomly add anyone I feel like?



B. Craig Gourley
Gourley Law Group
Snohomish Escrow
The Exchange Connection

1002 10th Street / PO Box 1091
Snohomish, WA 98291

360.568.5065
360.568.8092  fax
Craig at glgmail.com<mailto:Craig at glgmail.com>


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