John Robert Pampell’s Answers

John Robert Pampell

Bothell Limited Liability Company (LLC) Lawyer.

Contributor Level 4
  1. What rights do shareholders and options holders have to inspect cap table for Washington corporations?

    Answered 4 months ago.

    1. John Robert Pampell
    1 lawyer answer

    By "cap table" I assume you mean a capitalization table listing each class of security of the corporation and, for each such class, the number of shares authorized and outstanding, as well as the book value of the shares. For some purposes, the amount of long term debt is included in a cap table. The market value of the outstanding stock, however, would not necessarily be included, and often is difficult to determine in the case of a non-public corporation. To my knowledge, a cap table is...

    3 lawyers agreed with this answer

  2. Do I need to setup LLC in different state for rental property in different state?

    Answered about 1 year ago.

    1. Michael Thomas Smith
    2. John Robert Pampell
    2 lawyer answers

    Owning and maintaining a rental property in OK might constitute transacting business in OK. There does not appear to be a specific exception, but this should be determined by an attorney. The answer may or may not be entirely clear, depending upon the case law in OK. So if you set up a Washington LLC to hold the property, you may be required to register as a foreign LLC in OK. Either way, you will be subject to OK income and, of course, property tax. If you decide to set up the LLC in OK,...

    2 lawyers agreed with this answer

    1 person marked this answer as helpful

  3. Concerns using home address to register LLC

    Answered 9 months ago.

    1. Keil A Larsen
    2. Michael Thomas Smith
    3. John Robert Pampell
    4. Michael Charles Doland
    4 lawyer answers

    Hello - Yes, the previous two answers are correct. In fact, it is quite common for persons forming LLCs to use their home address as the registered office and/or principal business address. So your home should not be considered an asset of the LLC unless you were to deed it over to the LLC. In any event, your home (principal residence) is exempt from many judgments by virtue of the 'homestead exemption' in Washington. For your other personal assets, they generally would not be available...

    2 lawyers agreed with this answer

  4. How to form partnership?

    Answered about 1 year ago.

    1. Ronald J Cappuccio
    2. John Robert Pampell
    3. Samuel Watson Eastman
    4. Gavin Nathaniel Johnson
    4 lawyer answers

    I agree with the comments made in the other posts here. "Partnership" is a slippery concept, and most business people who think about it actually want to *avoid* creating a partnership as such. So you definitely want to seek guidance going forward, as your question indicates. As mentioned by some of the others, there will be accounting and tax considerations for you, and possibly securities law concerns; these being in addition to capturing the business deal correctly and advising of the...

    2 lawyers agreed with this answer

  5. I own a MO LLC. I now live in NM do I need to register the MO LLC as a foreign LLC in NM?

    Answered 24 days ago.

    1. John Robert Pampell
    2. Calvin Lee jr.
    3. Barbara I Berschler
    3 lawyer answers

    The question whether you need to register the foreign LLC in NM may depend on whether you are only "transacting business in interstate commerce." Truck drivers hauling interstate loads, for example, are sometimes exempt under this exception. Without examining the specific facts pertaining to your business conducted through the LLC, it is hard to say whether you will have to register. As suggested in the previous answer, you probably will want to resolve any doubt in favor of registering....

    1 lawyer agreed with this answer

  6. I am looking to start a small, side business and would like advice LLC vs LLP vs Partnership?

    Answered about 1 year ago.

    1. Gavin Nathaniel Johnson
    2. Samuel Watson Eastman
    3. John Robert Pampell
    4. Matthew John Ley
    4 lawyer answers

    Yes, your question raises some issues that most definitely should be addressed through legal consultation. Most of the technical consulting types of businesses that I have helped set up have used LLCs as their legal entity. But this does need to be evaluated between you and your partners and the attorney. Properly documenting the ins and outs of your desired business arrangement will be a critical piece of the puzzle. Good luck with this project!

    1 lawyer agreed with this answer

  7. My llc has 2 members 80% and 20%. The 20% member has not contributed to the day to day operations of the business.

    Answered about 1 year ago.

    1. Anne Honrath
    2. John Robert Pampell
    3. Ronald J Cappuccio
    3 lawyer answers

    Let me say that I do agree that the sections of the Washington Act cited by last responding attorney are correct. In cases such as these, the presence or absence of an operating agreement will be important, if not critical. If there is an operating agreement, it will probably specify what is required to amend it. It also may have provisions concerning contributions to, and/or distributions from, the LLC. If there is no operating agreement, then according to the Act a member cannot be...

    1 lawyer agreed with this answer

  8. Want to form an LLC in order to purchase real estate, and also fold that LLC into a trust.

    Answered over 1 year ago.

    1. Oscar Javier Ornelas
    2. John Robert Pampell
    3. Pamela Koslyn
    4. Robert V Cornish Jr.
    4 lawyer answers

    As you may know, LLCs formed in New Mexico offer a certain degree of anonymity. This is because the Secretary of State does not collect information on the identity of the member(s) at the time of formation. Also, no subsequent annual reports or similar filings are required for LLCs. (That may have to change in the future, but that is a separate topic). Then, if the LLC is owned by a trust, that trust arrangement is not a matter of public record. If the trust that you have in mind is a...

    1 lawyer agreed with this answer

  9. Establish a new LLC, or create DBA?

    Answered 3 months ago.

    1. John Robert Pampell
    2. Ronald J Cappuccio
    3. Barbara I Berschler
    4. Nathaniel Greenberg Kelly
    4 lawyer answers

    Hello, I would agree with and expand on the previous answers as follows. The sole proprietorship is the simplest of all forms of business enterprise. It's just you (and perhaps your spouse) going into business for yourself. The sole proprietor is the owner and sole manager of the business and is responsible for all debts, claims and obligations of the business. A sole proprietorship has "pass-through" taxation. The business itself does not file a tax return; rather, the income and deductible...

  10. Do I need a lawyer to set up a single-member LLC in Washington?

    Answered 9 months ago.

    1. Matthew John Ley
    2. Michael Thomas Smith
    3. John Robert Pampell
    3 lawyer answers

    Having done LLC work now for over 20 years, I have to agree with the other answers, and I will go a bit further. In my experience and you can find similar comments from attorneys by searching the web, persons who do this themselves virtually always make mistakes. Some mistakes may be harmless, while others may cause trouble later on. The cost to repair some mistakes can be many times the fees of setting up the LLC correctly in the first place. The online, 50-state incorporation services...