Casemaker Libra

Washington Partnership and Limited Liability Company Deskbook

Publication Year: 3d ed. 2020   Publication Type: Deskbook

Description:

The deskbook’s goal is to provide in a single volume a reference resource on limited liability companies (LLCs), limited liability partnerships (LLPs), general partnerships, and limited partnerships useful to Washington attorneys with varying amounts of experience. It provides comprehensive treatment of the substantive Washington law governing these types of entities, with citations to controlling statutes and cases, as well as useful practice tips, comments, sample agreements, digital forms, and a discussion of certain federal and state tax issues. “Tax Comments,” written and edited by experienced Washington tax practitioners, are interspersed at relevant points throughout the deskbook.

Editors:

Andrew I. Aley, Douglas L. Batey, Chris Brown, Ryan Montecucco, Leslie R. Pesterfield, Barbara Prowant, Shahzad Q. Qadri, Amber K. Quintal, Robert B. Spitzer, William Weigand, Judee Wells, Marcus Williams, David H. Zielke

Authors:

Keith G. Baldwin, Ashley Brown, Chris Brown, Duncan B. Butcher, Anthony Caso, Dan Cassidy, Lauren DeMasi, Amy Eaton, Carolyn Frederick, John M. Graham, Joel G. Green Pamela A. Grinter, Justin E. Hobson, Lewis M. Horowitz, Neal A. Hudders, Danielle M. Hunt, Jessica King, Kirsten L. Koester, James A. Krueger, Moses Man, James w. Minorchio, Kennard L. Noyes, Donald E. Percival, Leslie R. Pesterfield, John E. Poffenbarger, Shahzad Q. Qadri, Amber K. Quintal, David E. Reed, Kyle N. Richard, Gregory L. Russell, Nathan A. Rush, Martha D. Sandoval, Rachel J. Schaefer, Daniel N. Shin, Bryan S. Smith, Paul A. Tonella, Mary Thurston, David C. Tingstad, Brian J. Todd, Karl A. Weiss, Cameron J. Wiebe, Karen Whitney, Denny F. Wong

Table of Contents:

	Title
	Copyright
	Executive Editors
	Summary of Contents
	Forms Available Online
	About the Executive Editors
	About the Editors
	About the Tax Authors and Editors
	Chapter 1 Scope and Purpose; Use of This Deskbook; Limitation on Use of This Deskbook   §1.1 Introduction; Scope and Purpose   §1.2 Use of This Deskbook   §1.3 Limitation on Use of This Deskbook
	Chapter 2 Selection of Business Entity or Investment Vehicle   §2.1 Introduction §2.2 Pass-Through Entities Versus C Corporations §2.3 LLCs §2.4 S Corporations §2.5 General Partnerships §2.6 LLPs §2.7 Limited Partnerships   §2.8 Conclusion   §2.9 Entity Comparison Chart
	Chapter 3 Nature and Formation of Limited Liability Companies   §3.1 Introduction and Scope §3.2 Formation of an LLC   §3.3 Name of LLC §3.4 Management §3.5 Members   §3.6 Permitted Business §3.7 Reporting and Record-Keeping Requirements   §3.8 Amendment to Certificate of Formation   §3.9 Forms and Checklists
	Chapter 4 Limited Liability Companies: Rights and Relationships Among Members and Managers   §4.1 Introduction and Scope §4.2 Rights and Duties of Members Among Themselves
	Chapter 5 Limited Liability Companies: Operational Matters   §5.1 Introduction and Scope §5.2 Contributions   §5.3 Allocations of Profits and Losses §5.4 Distributions to Members   §5.5 Member Dissociation
	Chapter 6 Limited Liability Companies: Relations of Members to Third Parties   §6.1 Introduction and Scope §6.2 Agency Powers of Members to Obligate the LLC §6.3 Members’ Liability to Third Persons §6.4 Suits By and Against LLCs   §6.5 Suits for Separate Debts Against Members by Third Parties
	Chapter 7 Limited Liability Companies: Dissolution   §7.1 Introduction §7.2 Causes of Dissolution   §7.3 Consequences of Dissolution—Winding Up §7.4 Winding Up   §7.5 Completion of Winding Up   §7.6 What Should the LLC Agreement Say About Winding Up?   §7.7 Conclusion   §7.8 Forms and Checklists
	Chapter 8 Transfers of Membership Interests, Mergers, and Conversions of Limited Liability Companies   §8.1 Introduction and Scope   §8.2 Nature of a Membership Interest §8.3 Transfers of Membership Interests §8.4 Mergers of LLCs §8.5 Conversions of LLCs   §8.6 Forms and Checklists
	Chapter 9 Nature and Formation of General Partnerships §9.1 Introduction §9.2 Development of General Partnership Law in Washington §9.3 Nature and Formation of Partnerships in Washington   §9.4 Joint Ventures and Other Co-Ownership Relationships
	Chapter 10 General Partnerships: Rights and Relationships Among Partners   §10.1 Introduction and Scope §10.2 Rights and Duties of Partners Among Themselves   §10.3 Enforcement of Partnership Rights Against a Partner; Partners’ Rights Against the Partnership   §10.4 Secondary Resources
	Chapter 11 General Partnerships: Operational Matters   §11.1 Introduction §11.2 Contributions   §11.3 Allocations of Profits and Losses §11.4 Distributions §11.5 Dissociation of a Partner
	Chapter 12 General Partnerships: Relations of Partners to Third Parties   §12.1 Introduction and Scope §12.2 Agency Powers of Partners to Obligate a Partnership or LLP §12.3 Partners’ Liability to Third Persons §12.4 Suits by and Against Partnerships and LLPs
	Chapter 13 Limited Liability Partnerships   §13.1 Introduction §13.2 Registration §13.3 Liability of Partners   §13.4 Foreign LLPs   §13.5 Forms and Checklists
	Chapter 14 Dissociation From and Dissolution of General Partnerships and Limited Liability Partnerships   §14.1 Introduction §14.2 Partner Dissociation and Its Consequences §14.3 Partnership Dissolution and Its Consequences §14.4 Partnership Winding Up and Distribution of Assets   §14.5 Termination of Partnerships   §14.6 Conclusion
	Chapter 15 Transfers of Partnership Interests, Mergers, and Conversions of General Partnerships and Limited Liability Partnerships   §15.1 Introduction and Scope   §15.2 Nature of a Partnership Interest §15.3 Transfers of Partnership Interests §15.4 Merger of Partnerships   §15.5 Conversion of Partnerships
	Chapter 16 Nature and Formation of Limited Partnerships §16.1 Introduction §16.2 Development of Limited Partnership Law in Washington §16.3 Nature and Formation of Limited Partnerships in Washington §16.4 Foreign Limited Partnerships
	Chapter 17 Limited Partnerships: Rights and Relationships Among Partners   §17.1 Introduction §17.2 Management Rights §17.3 Rights to Information §17.4 Fiduciary Duties   §17.5 Conclusion
	Chapter 18 Limited Partnerships: Operational Matters   §18.1 Introduction §18.2 Contributions   §18.3 Allocations of Profits and Losses §18.4 Distributions   §18.5 Dissociation
	Chapter 19 Limited Partnerships: Relations of Partners to Third Parties   §19.1 Introduction and Scope §19.2 Agency Powers of Partners to Obligate the Limited Partnership §19.3 Partners’ Liability to Third Persons §19.4 Suits by and Against Limited Partnerships   §19.5 Suits for Separate Debts Against Partners by Third Parties
	Chapter 20 Dissociation From and Dissolution of Limited Partnerships §20.1 Introduction §20.2 Partner Dissociation in a Limited Partnership and Its Consequences §20.3 Limited Partnership Dissolution Events §20.4 Partner Powers After Dissolution §20.5 Claims Against Dissolved Limited Partnership §20.6 Limited Partnership Winding Up and Distribution of Assets   §20.7 Conclusion
	Chapter 21 Transfers of Partnership Interests, Mergers, and Conversions of Limited Partnerships   §21.1 Introduction and Scope   §21.2 Nature of a Partnership Interest §21.3 Transfers of Partnership Interests §21.4 Merger of Limited Partnerships §21.5 Conversions of Limited Partnerships
	Chapter 22 Professional Partnerships, PLLCs and LLPs   §22.1 Introduction and Scope §22.2 What Constitutes a "Profession"? §22.3 Professional Partnerships §22.4 Professional PLLCs §22.5 Professional LLPs
	Chapter 23 Family Limited Partnerships and Limited Liability Companies   §23.1 Introduction §23.2 Nontax Benefits §23.3 Income Tax Considerations §23.4 Estate and Gift Tax Consequences   §23.5 Valuation of Family Limited Partnerships and LLCs—in General §23.6 Valuation Discounts §23.7 Valuation Premiums §23.8 Chapter 14 of the Internal Revenue Code
	Chapter 24 Private Investment Funds   §24.1 Introduction and Scope   §24.2 Organizational Structure §24.3 Regulatory Issues §24.4 Key Business Terms
	Chapter 25 Partnership Accounting   §25.1 Introduction §25.2 General Summary of Accounting Principles §25.3 Overview of Accounting Methods §25.4 Income Tax Accounting for Contributions and Distributions §25.5 Income Tax Allocations of Profits and Losses §25.6 Tax Return Reporting (How to Read K-1s and 1065s) §25.7 Partnership Accounting Drafting and Advising Considerations
	Chapter 26 Compensation Issues in Partnerships and Limited Liability Companies   §26.1 Introduction and Scope   §26.2 Statutory Law on Partner-as-Employee Compensation §26.3 Variations by Agreement: When One Partner Contributes More Than Other Partners   §26.4 Considerations for Determining Partner as Employee   §26.5 Employment Discrimination   §26.6 Industrial Insurance Act §26.7 Tax Implications of Compensation §26.8 Distribution of Compensatory Partnership Interests for Services
	Chapter 27 Partner and Partnership Bankruptcies: Selected Aspects   §27.1 Introduction and Scope   §27.2 Partnership Eligibility for Relief §27.3 Commencement of the Case §27.4 The Estate   §27.5 Rights of the Partnership Bankruptcy Trustee Against General Partners   §27.6 The Trustee’s Power to Defeat Unrecorded Partnership Interests   §27.7 Fraudulent Conveyances   §27.8 Preferences   §27.9 Treatment of Partnership Agreements and LLC Operating Agreements in Bankruptcy   §27.10 Fiduciary Duties in a Partnership Chapter 11 Case   §27.11 Relief From Stay   §27.12 Confirmation of Partnership Chapter 11 Plan §27.13 Selected Bankruptcy Tax Aspects of Partner and Partnership Bankruptcy Estates
	Chapter 28 Securities Laws Aspects of Partnership and Limited Liability Company Syndications   §28.1 Introduction §28.2 Definition of a Security §28.3 Securities Registration Under Federal Law §28.4 Securities Registration Under Washington State Law §28.5 Exemptions From Securities Registration Under Federal Law §28.6 Exemptions From Securities Registration Under Washington State Law §28.7 Broker/Dealer Registration §28.8 Reporting Obligations §28.9 Real Estate Offerings §28.10 Miscellaneous Considerations
	Chapter 29 Taxation of Partnership Operations; Transfers of Interest in Partnerships §29.1 Introduction §29.2 Determination of Partnership Income and Its Taxation to Partners §29.3 Determining a Partner’s Allocable Share of Partnership Income or Loss §29.4 Tax Basis of Partners’ Partnership Interests §29.5 Transactions Between Partnerships and Partners §29.6 Transfers of Interests in Partnerships §29.7 Partnership Distributions   §29.8 State Tax Issues
	Chapter 30 Partnership Law: A Selected Bibliography §30.1 Highly Recommended Basic Materials   §30.2 Selection of Business Entity or Investment Vehicle §30.3 Limited Liability Companies §30.4 General Partnerships   §30.5 Limited Liability Partnerships §30.6 Limited Partnerships   §30.7 Professional Partnerships and Professional LLCs   §30.8 Family Partnerships and LLCs   §30.9 Partnership Accounting   §30.10 Compensation Issues in Partnerships and LLCs   §30.11 Partner and Partnership Bankruptcies   §30.12 Securities Law Aspects of Partnership and LLC Syndications   §30.13 Taxation of Partnership Operations   §30.14 Transfers of Interest in Partnerships
	Table of Statutes/Regulations
	Table of Cases
	References
	Subject Index