[WSBARP] [WSBAPT] Probate necessary?

[Mark Anderson]

For what it's worth, be aware that the lawful heir to the deceased member will only be a transferee of the membership interest.  Until the LLC approves the heir as a new member; the heir will only have a pecuniary interest in the LLC.  The heir will not have voting rights, numerous responsibilities, or protections under the operating agreement.

Mark B. Anderson
ANDERSON LAW FIRM PLLC
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From: wsbapt-bounces at lists.wsbarppt.com <wsbapt-bounces at lists.wsbarppt.com> On Behalf Of Eric Nelsen
Sent: Tuesday, March 26, 2024 11:54 AM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com>
Cc: wsbarp at lists.wsbarppt.com
Subject: Re: [WSBAPT] Probate necessary?

I agree, probate not required for this if the remaining LLC members agree to transfer the interest. From the perspective of the LLC, they need to know who the lawful heir to the deceased member's interest is. So the issue is what level of proof of heirship is satisfactory to the LLC, by which they are satisfied they're not running a risk of transferring the interest to the wrong person and subjecting themselves to a lawsuit by the proper heir.

If the LLC members were so minded, they could refuse to transfer the interest without receiving a court order confirming heirship. Or if they know the people involved and are reasonably confident they know enough, they could transfer the interest without any documentation or demand for proof at all. Or any level of proof in between.

Sincerely,

Eric

Eric C. Nelsen
Sayre Law Offices, PLLC
1417 31st Ave South
Seattle WA 98144-3909
206-625-0092
eric at sayrelawoffices.com<mailto:eric at sayrelawoffices.com>

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 Philip N. Jones
Sent: Tuesday, March 26, 2024 11:15 AM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Cc: wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>
Subject: Re: [WSBAPT] Probate necessary?

My vote is that probate is probably not necessary, if the remaining members of the LLC agree that the shares can be transferred without probate.  I suggest that a new operating agreement could reflect the new situation, but keep in mind that you should also consider whether the decedent had any creditors.
I know that some people use a Certificate of Incumbency to reflect the current situation, without the need for a probate.
Phil Jones

Philip N. Jones |Duffy Kekel LLP
900 S.W. Fifth Ave., Suite 2500, Portland OR 97204
(503) 226-1371 (main) ) | (503) 226-3574 (fax)
(503) 853-1482 (cell)
pjones at duffykekel.com<mailto:pjones at duffykekel.com>

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 Ann Manley
Sent: Tuesday, March 26, 2024 11:10 AM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Cc: wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>
Subject: [WSBAPT] Probate necessary?

Client's deceased husband made an investment in a LLC. The operating agreement reads that the two of them and a third person each have shares. Client and husband each own 10% as individuals. Investment made from community funds.

He died intestate. Short of a community property agreement, are we required to open a probate to transfer his interest to her?

Ann Manley, Esq.
The Manley Law Firm, P.S., Inc.
PO Box 16324
Seattle, WA 98116
(206)292-3064 / (206)292-3914 fax
www.manleyfirm.com<http://www.manleyfirm.com/>

The Manley Law Firm practice areas include Bankruptcy*, Estate Planning, Auto Accidents, Civil Litigation, Construction, Commercial and Contract Law, Personal injury, Small Business, Unemployment Claims, Wage Loss and Compensation claims

* The Manley Law Firm is a Debt Relief Agency. We help people file for bankruptcy relief under the Bankruptcy Code.

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