Tara Vitale

AI generated of Washington state questions

Ask an Associate: What is a Governor for the Washington Secretary of State?

It can be a bit confusing when you file with the Washington Secretary of State for your formation documents, initial report, or annual report and it requests a list of “Governors” for your entity. Governors are not a legal term for entities, but is a legal status under RCW 23.95.105(12) and is part of the […]

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Understanding the Role and Importance of Registered Agents for Your Entity

Running a business or nonprofit has numerous administrative tasks and legal requirements that must be managed. One often overlooked task is the appointment of a registered agent. In this blog post, we’ll delve into what registered agents are, why they are necessary, and how they benefit your business. What is a Registered Agent? A registered

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Selling a Business Lawyer Seattle

Nonprofit Member Inspection

What can a Nonprofit Member’s Inspect under RCW 24.03A.215? Under Washington law, statutory members of nonprofits (let’s call them big “M” members – “Member” or “Members”) have legal rights and obligations under RCW 24.03A Article 6. One Member right is the right to inspect the books and records of the nonprofit that the Member belongs

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Indemnification Tools When Buying or Selling a Business

There are several ways to broaden or limit indemnification provisions in your purchase and sale agreement. We discuss a few of the tools (caps, baskets, carve-outs, and escrow accounts) below. Caps Indemnification provisions can expose both parties to unlimited liabilities and risks. One indemnification tool is an indemnification cap. Indemnification caps are contractual provisions that

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Washington Secretary of State, Physical Addresses, and Private Mailbox Address (PMB)

Overview Have you or your entity recently faced a rejection from the Washington Secretary of State (“SOS”) regarding the use of a private mailbox address (“PMB”) for a principal office street address? You are not alone! The SOS has recently become stricter on the use of PMBs for an entity’s principal office street address. While

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2022 Annual Report Requirements for Nonprofits under RCW 24A.03

Overview Each year in Washington, nonprofits formed in Washington or registered to do business in Washington must file an annual report with the Secretary of State. The annual report is usually due around the nonprofit’s formation or registration date. The filing requires basic information such as the physical and mailing address of the entity, the

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Seller’s Earn-Out when Selling Their Business

In today’s market, buyers and sellers need to be creative when it comes to financing the purchase and sale of a business. Earn-outs offer a financing option that provides for flexibility, incentives for the new owners to do well, and incentives for the seller to see the transition go smoothly. Earn-outs can be structured in

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Types of Financing for Buying a Business

Overview There are many ways to pay for the purchase price during the sale of a business – all cash, traditional financing with a bank, seller financing with a promissory note, or some combination of the above. When discussing the payment options with the other party you should keep in mind that you are not

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