[WSBARP] Can PR deed decedent's real property owned by decedent's PLLC

[Eric Nelsen]

Yes-a PS is an entity same as a PLLC, so the decedent technically does not own the real property. The decedent owns the PS. My cite below to Ch. 18.100 RCW is actually for PS entities; the PLLC statutes incorporate them by reference so you're operating by almost the same rules either way.

Actually, there is one other option besides dissolution - the PR could amend the Articles of Incorporation to eliminate the professional services part. See RCW 18.100.134. Then it would just be a regular Corporation, and the PR could transfer all stock in the Corporation to the beneficiary.

I should have said before, that if you do go the route of transferring the LLC or corporation to the beneficiary instead of dissolving the entity, the transfer of an entity owning real estate does trigger the need for a "controlling interest" REET affidavit, even though no deed is recorded. WAC 458-61A-101.

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: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> On Behalf Of Jeff at bellanddavispllc.com
Sent: Wednesday, May 1, 2024 9:42 AM
To: 'WSBA Real Property Listserv' <wsbarp at lists.wsbarppt.com>
Subject: Re: [WSBARP] Can PR deed decedent's real property owned by decedent's PLLC

Eric,

I misspoke, I assumed he was a PLLC, but the decedent was a single member PS.  Do I still need to dissolve the PS to transfer the real property?

Jeff

W. Jeff Davis
BELL & DAVIS PLLC
Attorneys at Law
P.O. Box 510
720 E. Washington Street, Suite 105
Sequim WA 98382
Phone: (360) 683.1129
Fax: (360) 683.1258
email: jeff at bellanddavispllc.com<mailto:jeff at bellanddavispllc.com>
www.bellanddavispllc.com<http://www.bellanddavispllc.com/>

The information contained in this e-mail message may be privileged, confidential, and protected from disclosure. If you are not the intended recipient, any dissemination, distribution, or copying is strictly prohibited. If you think that you have received this e-mail message in error, please e-mail the sender at info at bellanddavispllc.com<mailto:info at bellanddavispllc.com>  or call 360.683.1129.


From: wsbarp-bounces at lists.wsbarppt.com<mailto:wsbarp-bounces at lists.wsbarppt.com> <wsbarp-bounces at lists.wsbarppt.com<mailto:wsbarp-bounces at lists.wsbarppt.com>> On Behalf Of Eric Nelsen
Sent: Wednesday, May 1, 2024 9:31 AM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>>
Subject: Re: [WSBARP] Can PR deed decedent's real property owned by decedent's PLLC

I assume this is a single-member PLLC, so there are no other partners who have an interest?

The PLLC is a separate entity so decedent's Will does not operate on the office real property; it only affects the PLLC. RCW 25.15.246(1).

If it was a single-member PLLC, then the PR is the "transferee" of the entire PLLC, and automatically becomes the sole member. RCW 25.15.116(d). However, because it is a PLLC (and not an LLC), the Estate can only hold the interest as a member for 12 months. RCW 25.15.046(2); RCW 18.100.118.

If the beneficiary is a professional providing the same services as the decedent or is otherwise eligible to be a member of the PLLC, then the PR could simply transfer the PLLC to the beneficiary and no deed is needed at all. That would be by an assignment of 100% transferable interest in the PLLC. RCW 25.15.251.

If the beneficiary is not eligible to be a member of the PLLC, then the PR likely needs to dissolve the PLLC and, as part of dissolution and winding up, execute a deed as sole member of the PLLC to transfer the real property to the beneficiary. See RCW 25.15.265 - .309.

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: wsbarp-bounces at lists.wsbarppt.com<mailto:wsbarp-bounces at lists.wsbarppt.com> <wsbarp-bounces at lists.wsbarppt.com<mailto:wsbarp-bounces at lists.wsbarppt.com>> On Behalf Of Jeff at bellanddavispllc.com<mailto:Jeff at bellanddavispllc.com>
Sent: Wednesday, May 1, 2024 8:57 AM
To: 'WSBA Real Property Listserv' <wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>>
Subject: [WSBARP] Can PR deed decedent's real property owned by decedent's PLLC

Listmates,

I have never run into this before.  Decedent put his office into his PLLC.  Can the Personal Representative for the estate simply record a PR's deed for the property to the intended beneficiary?  Is there any special language for such a deed?

Jeff Davis

W. Jeff Davis
BELL & DAVIS PLLC
Attorneys at Law
P.O. Box 510
720 E. Washington Street, Suite 105
Sequim WA 98382
Phone: (360) 683.1129
Fax: (360) 683.1258
email: jeff at bellanddavispllc.com<mailto:jeff at bellanddavispllc.com>
www.bellanddavispllc.com<http://www.bellanddavispllc.com/>

The information contained in this e-mail message may be privileged, confidential, and protected from disclosure. If you are not the intended recipient, any dissemination, distribution, or copying is strictly prohibited. If you think that you have received this e-mail message in error, please e-mail the sender at info at bellanddavispllc.com<mailto:info at bellanddavispllc.com>  or call 360.683.1129.


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