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When Is It More Beneficial to Dissolve my LLC?

I came across this situation that seemed counterintuitive to me.  In a multiple member LLC where all but one member is choosing to leave the LLC to pursue other endeavors and the remaining member would like to continue the business as though nothing changed (same name, same brand, same vendors, etc), I was told that it could be more beneficial to simply dissolve the LLC.  Not easier because the process is overwhelming and involves a lot of paperwork, but actually beneficial.

Being the curious sort, I chose to investigate the matter to find out when that is true.  I do not have all of the facts from the actual person who brought this hypothetical to my attention and, frankly, I do not want all of the facts.  I want to know for future clients and for my own edification.  Every business and every situation will be different and calls for slightly different solutions; however, I would like some baseline knowledge to start with.  Since every business and every person is a beautiful and unique snowflake, please do not take anything in this as legal advice.

Why is this important?  The life of a new company tends to be tumultuous while the business owner(s) figure things out.  Members change, products change, visions change.  It is useful to know how to best handle the changes so that you incur the least cost, so that the least amount of time is spent dealing with the changes, and so that your business or future jobs are the least impacted.

My initial findings: With the above facts, I could find NO reason to dissolve your LLC instead of simply creating a new Operating Agreement and running with it.

It *might* be a beneficial option if the LLC has taken on a lot of debt and the members are attempting to limit how much they owe…that was the only avenue I came up with.

As I said, though, every person and every business is unique.  So, if one or more of the members have other businesses, there may be tax implications to consider as well.

If anyone has enlightening information, please do share!  Otherwise, I will file this away in the “guess my gut instinct was right” category.

 

UPDATE: So, after looking at the IRS website in a very cursory manner, there may be federal tax implications.

  • A more than 50% change of ownership of a partnership may be considered a dissolution and reformation by the federal government regardless.  LLC’s are a state-recognized business entity but not a federal entity.  LLC’s not choosing an S-Corp election are automatically classified as either a partnership or a disregarded entity depending on the number of members.  The 50% rule probably affects LLC’s taxed as partnerships. Therefore, that is one possible reason for dissolving the LLC and reforming it – the fact that federal government is going to act like you did that regardless.
  • I have not done a thorough search yet of the State system, but I have looked into it and there does not seem to be a tax or time benefit to dissolution.

 

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What Should Be in Heavy Rotation at LayRoots?

It is a new month!  December.  Our bellies are still full of turkey and stuffing and pie (so much pie).  This long weekend has seemed interminable and we cannot wait to get started on a new week and a new month full of opportunities and exciting adventures.  We have been trying to find reading materials to help us prepare for our future…check out what that means this month:

BOOKS  

Shreya is (still) reading “A Stranger in a Strange Land.”  She has finished reading “The E-Myth” and was so inspired by the book that she spent the majority of a 4.5 hour flight to Houston sketching out ideas for the law firm.

On top of that, she is reading “The Four Agreements” by Miguel Ruiz.  Even though she saw the positive changes that Colin began to make in his daily interactions with people after reading “The Four Agreements,” she was skeptical as to its power.  She is currently being proven wrong.  It has definitely already changed the way she interacts with people.  The changes are sometimes a struggle to implement…

Colin has read “No B.S.- Wealth Attraction in the New Economy,” “How I Raised Myself from Failure to Success in Selling,” and “the Four Agreements.”   Next on his list: the new Bob Burg book, “Adversaries into Allies.”

Clearly Colin is winning on the whole reading front.  This is irksome to Shreya and she will catch up.  Tonight.

MUSIC

Shreya has been slightly obsessed with Lorde.  Yes, she is aware that Lorde is a teenager.

Radical Face – “Welcome Home, Son” is getting both Shreya and Colin pumped for the upcoming snowboarding season.

Other than that, Shreya needs some musical inspiration!  There are only so many times that she can listen to old Explosions in the Sky while working.

 

Do you have any suggestions for us?  What should we put on our music and book list?

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You Learn Something New Everyday

First of all, I am very happy overall with how the “Is This IP?” talk turned out yesterday at Ballard Labs.  People seemed interested, attentive, and had lots of good questions.

This talk went better (I think) than the Joint Ventures and Due Diligence talk I gave in Phoenix.  Why?

1) I had had that practice as an excellent learning experience.

2) I felt more comfortable with the topic and the way I presented it.

3) I had some GREAT advice from my managing partner through How To Manage a Small Law Firm.

Things that worked for me:

I structured the talk like a story – I took people through the evolution of a product and illustrated scenarios that could actually happen to entrepreneurs as they start and grow their business.  I approached it in a more casual manner.  I bribed people with treats from La Foret Bakery thanks to my good friend Taryn.  I acted as though I were speaking to someone I know who does not know THAT much about intellectual property/the law.

Things that did not work for me: 

I did not do a good job in committing people to coming.  We had a decent turnout for the room and for my first endeavor, but I need to find a better way to commit people in the future.  I asked folks to RSVP, but even when I am having a party, it is difficult to get people to RSVP yes or no.  I need to plan my talk out better to have a clear conclusion. I spent so much time thinking about the content, I did not have a strong conclusion/take-away point.    I should have had a sign-up sheet for people to sign up for office hours or my list.  It may not have been appropriate this time, but in the future it will be a good practice.

All in all, the point of setting this up was to start getting my name out and have practice in public speaking.  I am sure that I will give this same talk again and I look forward to it.  It will only get easier.

Extra Learning Bonus Points:

I got quite a few interesting and thought-provoking questions from the audience.  It was awesome!  One question, however, was about something I had no familiarity with – International Trademarks.  I know how to file an international patent, but had very little information about the international trademark process.

I have since learned (and will get this information to the gentleman who asked ASAP) that there is an international application process under the Madrid Protocol.  It is all online.  There seems to be a fee for every country that is a party of the Madrid Protocol (there are 92 countries, I believe) that the applicant wants to file the trademark in.  The fees are dependent on what the contracting country has decided.  I am very glad that this was brought to my attention and I am currently downloading materials from WIPO to learn more.

 

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Is This IP?

I will be giving a short presentation answering whether something is or is not Intellectual Property next Tuesday, November 12th at 3pm at Ballard Labs.

Attendees will not only have the opportunity to ask me any questions, but they will also have the opportunity to sample DELICIOUS treats from Seattle’s La Foret Bakery!

I would love for you to attend AND I would love for you to invite anyone that you think would benefit from this opportunity.  I look forward to seeing you and THANK YOU for your continued support.  Here is the event link so that you can RSVP, forward, and show your support officially: Is This IP?

IsThisIP

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What Should Be In Heavy Rotation at LayRoots?

It is November.  We are now three months into our business venture, but no matter if we were three months or three years or three decades into this venture, we strive to continually learn and grow as individuals and business owners.  We have an insatiable curiosity for the world around us.  These are the things satisfying our cravings this month:

BOOKS  

Shreya is reading the “E-Myth” and “A Stranger in a Strange Land.”  She just finished reading “Open City” and is consistently thumbing through “Think and Grow Rich.”

She finds it curious that every time she picks up “Think and Grow Rich” she seems to happen upon a chapter or passage that is particularly applicable to things that she is experiencing in business.  Curiouser and curiouser.

Colin is reading “Millions Within” and “Desert Solitaire.”  He also has been consistently thumbing through ‘Think and Grow Rich.”  Furthermore, he finished the “E-Myth” and “Endless Referrals.”

He cannot contain his excitement for the nuggets of wisdom that he is finding and wants to share them with fellow business owners that he encounters.

MUSIC

This month, our music tastes seem to overlap.  We cannot stop listening to Macklemore – “The Heist.”  Yes, it is particularly exciting because he is a local Seattle-ite.  Yes, it might be a bit masochistic because he seems to have great distaste for attorneys (probably because he has not met us yet).  We have embraced these realities and cannot stop loudly playing the album.

We also have been listening to quite a bit of St. Lucia and Wild Child.

 

Do you have any suggestions for us?  What should we put on our music and book list?

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Is Walter White a Typical Entrepreneur?

I recently signed up for a business coach.  He told me not to ask “how” something was to be done but ask “why” I wanted it to be done in the first place.  Doesn’t make sense?  Seems like bullshit?  Maybe you’re right.  Maybe you’re just not ready.  All that matters is that it resonated with me.  I went home that night and watched the season 5 finale for Breaking Bad to prep myself for the upcoming finale, and I noticed…Walter White did not ask his mignons how they would accomplish a mass murder.  He had a vision for what needed to be done and he simply told them that they needed to make it happen.  He knew the why so the how did not much matter.

Fast forward a couple of months and AMC’s Breaking Bad is finally over; it is a bit bittersweet.  I loved the finale, loved that Jesse Pinkman is finally free from Walt and from the white supremacist gang, and loved that Walt died surrounded by the things that made him come alive.  Now, Walter White was a grade A asshole most (all?) of the time.  Through the years, I have had a love/hate relationship with him.  Recently, however, regardless of whether I hate him or love him, I have come to admire him.  That’s right.  I said it.  He is a bad man.  He ruins lives.  He is compelling and he knows what he wants.

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