1200 5th Avenue, Suite 1550
Seattle, Washington 98101
206-728-5858
Seattle Pike Place Market
Photo by Chris Hitt © 2005
Dubuar, Lirhus & Engel LLP
206-728-5858
Creating the Business Entity
Discussion Points
Following is a check-list of issues that should be covered when creating a business entity. This is by no means an exhaustive list, but it covers the basics. This list is intended to be a basis for discussion with the attorney who will be assisting in the creation of the new business entity.
BASIC START-UP ISSUES.
Name of Entity. Name protection.
Organization. LLC, type of partnership, corporation.
Costs and Fees. Filing fees, attorney fees, title
company expenses, miscellaneous.
Term. Indefinite or limited.
Principal Business Office.
Registered Agent. Duties.
Purpose of the business entity. Limited or broad.
Initial Members or Owners. Who. How many.
INITIAL CONTRIBUTIONS.
Beginning Capital. Who and how much.
Property Contributions. Tax issues. Changing title.
Costs. Title insurance addendum.
Interest or Return.
Capital Accounts. Necessity. CPA.
MANAGEMENT.
Member Managed.
Manager Managed.
Powers.
Limitations. Extraordinary transactions.
Identity.
Elected or Appointed.
Removal or Resignation.
Indemnification.
OPERATIONS.
Meetings.
Necessary Books and Records. Follow up letter.
Bank Accounts. EIN.
Annual Tax Accounting Period.
Reports. Annual report to the state; reporting to
members; accounting.
Tax Matters Member. Elections
Notices.
Changes to Agreement.
Disputes. Alternate dispute resolution procedures to
stay out of court.
LATER CONTRIBUTIONS.
Loans.
Later Capital Contributions.
Special Allocations. Tax issues.
LEAVING OR ENDING THE BUSINESS.
Exit Strategies.
Liquidation and Dissolution.
Limitation of Liability.
Restoration of capital accounts. Tax issues.
Transfers of Interests. To family, third parties,
voluntary v. involuntary transfers.
Events of Dissolution. Planned or unplanned.
Winding Up.
This information is general in nature and should not be relied upon for your specific circumstances. For information, questions, or comments, please contact Douglas J. Engel at 206-728-5858 or engel@dle-law.com.
HomeAttorneysStaffAreas
of LawAdoption
The information in this web site is all general information. The information is applicable only to the state of Washington, unless otherwise stated. This general information is not legal advice for your particular circumstances. If you have legal questions you should consult your lawyer.