Oh, yeah. “Stupid is as stupid does.”

Oh, yeah. “Stupid is as stupid does.”
“There ought’a be a law!”
Domestic Violence Abuser Sentenced to 10 Years For Unlawful Possession of a Firearm
A convicted domestic violence offender discovered with a firearm was sentenced last week to 10 years in federal prison, the statutory maximum sentence, following an investigation by the ATF Dallas Division, announced U.S. Attorney for the Northern District of Texas Erin Nealy Cox.
Desmond Greer, 26, pleaded guilty in March to possession of a firearm by a convicted felon.
Dallas County Court records show that in in 2016, Mr. Greer was twice convicted of Assault Family Violence after repeatedly punching and choking the 22-year-old mother of his children – two offenses that disqualified him from having a gun.
In fact, that law is used quite frequently.
KCK Man Sentenced to 7+ Years for Unlawful Possession of a Firearm
KANSAS CITY, KAN. – A Kansas City, Kan., who barricaded himself in an apartment when police responded to a call of a domestic disturbance, was sentenced today to 94 months in federal prison, U.S. Attorney Stephen McAllister said.
Nikko D. Pike, 38, Kansas City, Kan., pleaded guilty to one count of unlawful possession of a firearm by a felon. In his plea, he admitted that on April 2, 2017, he was involved in a domestic disturbance with a woman. During the argument he discharged a .40-caliber Smith & Wesson that required the victim to seek treatment in an emergency room at University of Kansas Medical Center.
So you bought a new firearm? You maybe should read this.
He has, if you think leaving nothing to your children when you die is a good idea.
“My kids are living a really privileged life, and they don’t even know it,” Ashton said during an appearance on Dax Shepard’s podcast, Armchair Expert. “And they’ll never know it, because this is the only one that they’ll know.”
“I’m not setting up a trust for them,” he continued. “We’ll end up giving our money away to charity and to various things.”
We’ll see. It’s not like he and his wife Mila Kunis are cutting off their children entirely.
Rather than just giving his kids money, Ashton Kutcher, who is also an investor, said he’s planning to make his children work for a living. He said he’d be a potential backer for their future businesses, but they’d have to pitch him just like everyone else does.
“If my kids want to start a business, and they have a good business plan, I’ll invest in it. But they’re not getting trusts,” the 40-year-old actor confirmed.
The proof will be in whether the two stars actually treat their kids’s pitches “just like everyone else.” Either way, Ashton’s idea is not a bad idea; it’s simply one among many ideas about how best to treat our children when we die and if we’re rich enough that what we do with our money matters to our children.
As baby boomers begin to retire, the burden of making management decisions regarding their retirement assets may seem daunting. This is especially true for those who choose to forego using professional investment advisors and instead manage their assets by themselves. If DIY appeals to you, just know there are many pros and probably as many cons.
First, the pros of choosing to manage your own retirement funds, particularly if you are a business owner with expertise in the area in which you invest. By doing it yourself, you can:
If you choose to pursue the DIY method, a reasonable option for you to explore is the self-directed Individual Retirement Account (IRA). A self-directed IRA is like other retirement accounts that allow individuals to save for retirement. A self-directed IRA can take the form of any of the more common ROTH, SEP, and traditional IRAs, allowing your investments to enjoy benefits like tax-free growth or specified tax-deferment. The self-directed IRA’s unique attribute relates to the types of investments that are permitted. Unlike standard IRAs, a self-directed IRA extends beyond mutual funds and stocks. With a self-directed IRA, a custodian can also invest in real estate, private company stock, precious metals, and all other investments available by law.
(Some investors have taken the self-directed IRA a step further and set up what is referred to an “IRA/LLC” or “checkbook control IRA,” an arrangement by which investors may directly manage their IRA investments through an LLC owned 100% by a self-directed IRA. This arrangement is beyond the scope of this short blog post, but since it’s an option worth considering, it’s one worth mentioning.)
Pros inevitably are accompanied by cons. Self-directed IRAs are no exception. In fact, there are considerable risks and other considerations, you should take into account:
In short, going DIY? Be careful out there. Better, don’t DIY in every aspect of managing your retirement funds. Be honest with yourself: Seek advice where you lack knowledge.
If you’re thinking of starting a business (or already have a business in the works), make sure that the name you use is not already taken. Original names are essential for three reasons: marketing power, clarity, and trademark infringement avoidance. For example, if you’ve decided to open a coffee shop, it’s fairly easy to determine that the name “Starbucks” is notan option. But, what about “Smith’s?” And what happens if the “Smith’s” trademark is an auto insurance company in your town?
What’s Really in a Name When it Comes to Business Trademarks?
Before attempting to trademark your business’s name, find out if the name is available on the U.S. Patent and Trademark Office’s website. TESS, the Trademark Electronic Search System database, will indicate whether someone else has already claimed the name or symbol you want to use.
Often, there’s generally a way to accommodate both companies – especially when it comes to businesses with similar names, but dissimilar products (the “Smith’s” example above); those whose geographical locations may not conflict; and those whose names are too generic (for example, “The Clothing Store”).
Domain Extensions as Trademarks
In today’s marketplace, many businesses have both a physical location and an online presence. The question then becomes whether to trademark the company name (for example, Amazon), the URL (www.amazon.com), or both. It’s generally recommended that companies with an internet presence not register their web extensions (such as .com, .net, etc.) with their name unless planning to register the mark both with and without the web extension. The reason is that other businesses registering the same name can do so by just adding a different (non-registered) extension and cause a great deal of confusion for customers.
A prime example is Craigslist. The multi-purposed classified ad site is technically a “.org” site, but those who searched for craiglist.com or craiglist.net were often led astray. The company now has trademarks for all, so typing in the latter extensions now brings you to the main .org site.
A series LLC, a relatively recently authorized form of LLC, is composed of a master LLC—the Mother Ship—which houses a series of LLCs. Each series, silo, or cell (the potential synonyms are almost endless) within the series LLC often has separate owners, and each must always maintain separate records, especially records that account only for the assets of that series—at least if the series LLC is formed in Utah or Wyoming and other ULLCA states that allow for series LLCs.
Similar to a corporate/subsidiaries business model and like their more well-known parent LLCs, series LLCs offer asset-protection benefits, but they avoid the complexities of corporate taxes, structure, and other required formalities.
This type of entity is well suited for certain businesses that may benefit from its relative simplicity, reduced costs, and increased asset protection. But especially because they are so new, there are also some uncertainties associated with the series LLC.
Potential Benefits of the Series LLC:
1. Simplicity
Although each series must be administered separately, series LLCs have the potential to save time and administration costs.
2. Reduced Costs
Each of the individual series is formed and governed by the master LLC’s operating agreement. In most states—Wyoming and Utah, included—only the master LLC must be registered with the state, which means reduced fees.
Some states may not require sales tax to be paid on rent that one series pays to another series.
3. Asset Protection
Under most series LLC statutes, each series is protected from judgments against assets in other series under the master LLC. But it’s not clear that this protection will be respected in bankruptcy proceedings or in states that don’t recognize series LLCs.
Potential Downsides of the Series LLC:
1. Some Additional Costs
Many states require a separate registered agent for each series in the series LLC, which may mean additional expenses.
The up-front registration fee for a series LLC may be higher than the registration fee of a regular LLC. In some states, it may be less expensive to register multiple single-member LLCs rather than a series LLC with multiple series. This is generally not the case in Wyoming and Utah.
2. Governance Issues
The operations may not be as streamlined as anticipated. The records of each series must be maintained separately, and each series must have its own separate bank accounts. Can administrative functions among the series overlap without jeopardizing the limited liability? Can the ownership or management overlap? Does inadequate capitalization of one series impact the other series in the series LLC? At this point, these types of questions remain unanswered.
3. Liability Questions
Federal bankruptcy laws do not yet address series LLC issues. Can an
individual series within a series LLC file for bankruptcy? Are the assets of the non-filing series and the master LLC protected from the filing series? At this time, there are no clear answers to these and other bankruptcy-related questions.
If a series LLC gets sued by a third party in a state that doesn’t authorize series LLCs, the assets of each series and the master LLC may be at risk. For LLCs that operate in states with and without series LLC statutes, this may make a series LLCs much less attractive.
The series LLC is potentially a star on the rise and is definitely
worth watching. If your business is
particularly well suited to this compartmentalized approach—real estate
investing, for example—and you live in one of the states[1]
that currently authorizes series LLCs, you may want to this novel entity.
[1] As of November 2019, Alabama, Delaware, DC, Illinois, Indiana, Iowa, Kansas, Missouri, Montana, Nevada, North Dakota, Oklahoma, Tennessee, Texas, Utah Wisconsin, Wyoming, and Puerto Rico provide for series LLCs in their statutues.
An involuntary transfer of an LLC membership interest is just that—a transfer prompted by a creditor action or the occurrence of a triggering event outside of the member’s control. An individual or entity obtaining a membership interest as a result of an involuntary transfer usually cannot fully step into the shoes of the transferring member.
This statutory protection—often called a pick your partner provision—acts as a safeguard that provides LLC members with a certain amount of personal asset protection. For example, whereas the creditor of a corporate shareholder could reach and exercise shareholder rights to their full extent, the creditor of an LLC member can reach and exercise only the economic rights associated with membership interests—not the voting or management rights. The recipient of this type of membership interest is called an assignee.
Statutory Provisions – Creditor Action
If an LLC does not specify any transfer provisions, creditor actions are subject to state LLC laws. Each state, in its LLC statute, has provisions limiting what actions a creditor can take against an LLC member for personal debt. Depending on the state, the statutory remedies available to an LLC member’s personal creditors may include:
These remedies protect the other LLC members from the risk of having the creditor of a debtor-member step into the debtor-member’s place and share in the control of the LLC. To a varying degree, they also address the creditor’s right to satisfaction of the debt.
Transfer Provisions – Other Triggering Events
Transfer provisions are typically specified in the LLC’s operating agreement or in a separate buy-sell agreement. There may be some overlap with creditor actions, as these are often included as triggering events in the transfer provisions.
Examples of triggering events that can be specified in an LLC’s transfer provisions include the following:
If a triggering event occurs, the transfer provisions may prompt a mandatory redemption of the member’s membership interest or a right of first refusal to the LLC or to the other members. If an involuntary transfer does occur, the recipient of the membership interest—the assignee—typically receives only an economic interest in the LLC with no management or voting rights.
An LLC affords its members a certain amount of personal asset protection. Part of this protection hinges on the restricted transferability of LLC membership interests. Restricted transferability protects the non-transferring members from creditors and unwelcome new members, which upholds the integrity and value of the non-transferring members’ membership interests.
This article, part 2 in a 3-part series, focuses on voluntary membership interest transfers done with the intent to grant full membership rights to the recipient.
Step 1 – Determine the Transfer Process
The LLC’s operating agreement should specify the process for transferring a membership interest. If the LLC has a buy-sell agreement in place, that must also be consulted.
If the operating agreement or buy-sell agreement doesn’t specify the process for transferring a membership interest, you will have to look to state law. Once you determine the authority governing the transfer process—the operating agreement and buy-sell agreement or state law—be sure to note all requirements and restrictions.
Step 2 – Determine the Value
Calculate the value of your membership interest. If the operating agreement or a separate buy-sell agreement doesn’t address this, you will have to work with the other LLC members to determine and agree upon the value of the membership interest.
Step 3 – Follow Transfer Process
Complete the LLC transfer process as determined in Step 1. Make sure you follow all requirements. For example, if the operating agreement requires the unanimous written consent of all LLC members (a common requirement), meet with all of the LLC members to obtain their written consent.
Step 4 – Obtain or Draft the Transfer Document
If the LLC does not have a standard transfer document, you will need to draft a transfer document.
Step 5 – Execute the Transfer Document; Other Documents
Sign and date the transfer document. Make a copy for your records, for the recipient, and for the LLC.
Conclusion
Making a proper transfer of membership interests requires the transferor to jump through a lot of hoops. The first step in the process is determining which hoops are required. Taking the time to properly transfer membership interests ensures that the recipient obtains full membership rights and protection.
We offer proactive business planning strategies. We help businesses draft thorough operating agreements that provide clear directions to the LLC members—to exercise membership interest transfers and other important member rights. We also assist existing LLC members who want to properly transfer their membership interests in the absence of a thorough operating agreement. Contact us today to learn more about our business services.
Say you are a member of an LLC. You own membership interests in the LLC. But what if you want to leave the LLC? What if you get a divorce? What if you have creditors seeking immediate repayment? What can you do with your membership interests? The answer depends on how transferable those membership interests are.
A transfer of LLC membership interests can mean selling, donating, assigning, or gifting—basically one LLC member turning over his or her membership interests to another individual or entity. The transfer can be voluntary or involuntary.
The transferability of LLC membership interests is subject to competing interests. On the one hand, freely transferable membership interests can be more attractive to members because they are easier to dispose of or cash out of—in other words, the membership interests are more liquid and marketable.
On the other hand, LLC members usually want to maintain the right to “pick their partners.” If membership interests are freely transferable, the remaining members have no control over who comes in as a business partner when a member decides to transfer membership interests. Restricted transferability places limits on transfers and the status of the recipient.
Are Membership Interests Freely Transferable or Restricted?
The members decide. The good news about forming an LLC is how flexible the structure is. At the outset, the founding members can adopt transferability provisions— either in the operating agreement or in a separate buy-sell agreement.
In other words, if the founding members fail to address transferability in the operating agreement or in a buy-sell agreement, they’ve relinquished control and subjected the members and the LLC to the state law default provisions.
If your LLC is already up and running and you don’t have transferability provisions in place, the members can amend the operating agreement or adopt a buy-sell agreement. Look to the operating agreement for directions on how to amend the LLC’s terms.
How are Membership Interest Transfers Restricted?
While membership interests are freely transferable in the sense that any member generally can transfer his or her economic rights in the LLC (subject to the operating agreement, a stand-alone buy-sell agreement, and state law), the management or voting rights in the LLC are usually what are restricted—otherwise, other members would be forced to become “partners” with someone not of their choosing. Typically, a recipient of restricted membership interests can receive economic and management rights—a full membership interest—only with unanimous member consent.
In the next two articles in this series, we’ll look at voluntary and involuntary transfers of LLC interests.
Copyright © 2025 · Prose on Genesis Framework · WordPress · Log in