Joseph Michael Wallin's Answers

Joseph Michael Wallin
Seattle Business Attorney.
Contributor Level 7

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Attorney answers:

  1. Dana Howard Shultz
  2. Joseph Michael Wallin
  3. Douglas Scott Reiser
  4. John Leif Fossum

Can a WA business entity be both an LLC and A C corp at the same time?

Asked by a user in Seattle, WA - almost 2 years ago.

You can be an LLC for state law and a C corporation for federal income tax purposes. The LLC is a state law entity; the entity's federal tax classification is a matter of federal tax law. If you form a state law LLC, you can check the box to be taxed as a corporation and then you would be taxed as a C corporation, but you would be an LLC for state law purposes.

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  1. Joseph Michael Wallin

50% owner of s-corp. My partner agrees to walk away and give my his 50%. What do we need to do to make this a legal transaction?

Asked by a user in Jacksonville, FL - about 2 years ago.

You need to have him execute a stock assignment of his shares to you. You would want this stock assignment to include some representations and warranties from him to you, such as -- he owns the shares, hasn't sold them to someone else, etc. But it can be a short document. You may also want that document to include a release of claims, in which he releases you from any claims on the business--such as claims for unpaid salaries or similar amounts. It won't take long for a lawyer to assist you...