[WSBARP] LLC Interest Sale and Taxes

[Kevin Bukoskey]

Great point, thanks Kathleen.


Kevin A. Bukoskey, Esq., JD, MBA

Attorney

GOURLEY LAW GROUP

THE EXCHANGE CONNECTION

SNOHOMISH ESCROW

P.O. Box 1091

Snohomish, WA 98291

PH:  (360) 568-5065 (800) 291-8401

Fax: (360) 568-8092


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From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> on behalf of Kathleen Hopkins <khopkins at rp-lawgroup.com>
Sent: Saturday, January 24, 2026 1:55 PM
To: wsbarp at lists.wsbarppt.com <wsbarp at lists.wsbarppt.com>
Cc: wsbarp at lists.wsbarppt.com <wsbarp at lists.wsbarppt.com>
Subject: Re: [WSBARP] LLC Interest Sale and Taxes

Consider if there is a capital gain event, and if so is it large enough to place it in the new 7% cap gains tax requirement.
I don’t know the specifics of your transaction, am not a tax attorney, and have not looked at the DOR’s WACs on this but as a start here is the statute.

See: https://app.leg.wa.gov/RCW/default.aspx?cite=82.87.040

sent on iphone, apologies for typos!

Kathleen J. Hopkins,
Esq. (retired)
Email: mrsdavidhopkins at gmail.com
cell: 206-999-2728 (personal only)

NOTE: I am RETIRED,
please update your contact information with my phone and email listed above.

Note that I am only checking and replying to emails for personal and bar association messages. For work related messages contact RPLG’s paralegal Caroline Louie at CLouie at rp-lawgroup.com.


On Jan 23, 2026, at 5:42 PM, Kevin Bukoskey <kevin at glgmail.com> wrote:


Hi Listmates,


When closing a purely 100% interest sale in an LLC that owns no real property, at closing are there any taxes that need to be paid on the purchase price or otherwise through escrow? My understanding is that because this is a sale of LLC membership interests and the LLC owns no real property (it leases only), the transaction is an equity sale and is not subject to Washington sales tax, REET, or any tax on inventory or COGS, and no tax is calculated or collected through escrow, correct?



I know seller has to be up to date with their state taxes (B&O, sales tax, etc.) and usually provide a tax status letter through DOR, but isn’t that it?



Thanks.


Kevin A. Bukoskey, Esq., JD, MBA

Attorney

GOURLEY LAW GROUP

THE EXCHANGE CONNECTION

SNOHOMISH ESCROW

P.O. Box 1091

Snohomish, WA 98291

PH:  (360) 568-5065 (800) 291-8401

Fax: (360) 568-8092



CONFIDENTIALITY NOTICE: This electronic mail transmission may contain legally privileged, confidential information belonging to the sender. The information is intended only for the use of the individual or entity named above. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution or taking any action based on the contents of this electronic mail is strictly prohibited. If you have received this electronic mail in error, please contact sender and delete all copies.

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