[WSBARP] Excise tax liability on dissolved LLC

[Jan Kelly]

HI Craig,
RCW 25.15.297 allows for "winding up" of a business after dissolution, that
includes payments of debt.  It sounds like the DOR finds that there was tax
due when the property was conveyed, but the business didn't pay it. Perhaps
they improperly cited WAC 458-61A-211 (mere change in identity or form) if
the assets were conveyed to the members in a manner that was different to
the membership interests held by the LLC? I haven't dealt with this issue
before, but with a 4 year SOL for audits, I can't imagine that the members
aren't liable for payment of the tax.


On Mon, Jun 12, 2023 at 12:05 PM Craig Gourley <craig at glgmail.com> wrote:

> Listmates.  Client had an LLC that held real property.  Real property was
> transferred out 3 years ago and LLC administratively dissolved.  DOR audits
> ( 4 year SOL) and has an excise tax assessment against the dissolved LLC.
> Is that liability somehow now transferred out to members of the LLC or just
> uncollectable?  Knowing the government always has a way to get into your
> pocket, I presume the members are liable.   Anyone dealt with this issue
> before?  Thanks, Craig
>
>
>
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-- 


*Jan Kelly, JD/MBA*Attorney at Law

JK Law
PO Box 1964
Poulsbo, WA 98370
Direct Line (702) 338-6733

*Licensed in Nevada and Washington*.


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