[WSBARP] title in defunct LLC

[John McCrady]

Yes, a reinstatement would also work, assuming the LLC didn't file a certificate of dissolution.  It would be more expensive of course but would appear cleaner.


John McCrady
Counsel
Puget Sound Title Company
5350 Orchard Street West
University Place WA 98467
253-476-5721
j.mccrady at pstitle.com<mailto:j.mccrady at pstitle.com>
2024 Recording Fee Schedule<https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fwww.piercecountywa.gov%2FDocumentCenter%2FView%2F130967%2Frecordingfeeschedule20240101%3FbidId%3D&wdOrigin=BROWSELINK>

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From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> On Behalf Of Matt Yates
Sent: Tuesday, February 18, 2025 10:03 AM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com>
Subject: Re: [WSBARP] title in defunct LLC

For what it's worth, if administratively dissolved, you could simply reinstate it (RCW 25.15.289), do the Deed client needs, then dissolve it using whatever method you think is best. It will cost you some filing fees and time but, practically, pretty easy.

That said, I would never disagree with what the person from a title company says in this situation.


Matthew D. Yates
Attorney at Law
Yates Marshall, PLLC
10000 NE 7th Avenue, Suite 200
Vancouver, WA 98685
Phone: (360) 449-6100
Fax: (360) 449-6111
matt at yatesmarshall.com<mailto:matt at yatesmarshall.com>
www.yatesmarshall.com<http://www.yatesmarshall.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 Craig Gourley
Sent: Tuesday, February 18, 2025 9:36 AM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>>
Subject: Re: [WSBARP] title in defunct LLC

Hi Eric.  LLC A was owned by a corporation that assigned all of their membership interest in LLC A to LLC B. LLC B never changed the info at the SOS office and let it be administratively dissolved.  So my thinking is that maybe defunct LLC A is still owned by the corporation so the successor is the corporation.  Or maybe delivery of the assignment document alone was sufficient to transfer the membership interest and therefore LLC B is successor to the defunct LLC A.  I have never had the need to research the mechanics of membership transfer and if delivery of an assignment alone is sufficient.    Thanks, Craig

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: Tuesday, February 18, 2025 9:00 AM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>>
Subject: Re: [WSBARP] title in defunct LLC

I'm not sure I understand the transfer of "membership" and I think that has some impact on the answer. What is it exactly that was transferred from LLC A to LLC B?

Generally speaking, if a corporate entity dissolves and its assets are not properly wound up and distributed, the owners of the entity succeed to direct ownership as tenants in common. For real property, that's obviously off-record, but the whole matter could maybe be handled with a friendly quiet title where the successors to LLC A stipulate as defendants to quiet title in plaintiff LLC B.

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 Craig Gourley
Sent: Tuesday, February 18, 2025 8:28 AM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>>
Subject: [WSBARP] title in defunct LLC

Listmates,   We have a situation where LLC A holds title to a property.  Membership in LLC A was transferred to LLC B 15 years ago but never actually changed at the Secretary of States office.  LLC B presumed they held actual title and has been reporting for taxes under LLC B.  LLC A ( which is in actual title) was dissolved 14 years ago.  We need to get title to the property into LLC B or resurrect LLC A and make LLC B the member. Any suggestions?   No excise was due on the initial membership transfer.

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