Karl A. Weiss

Karl A. Weiss P.S.


Practice Emphasis

Comprehensive legal and tax (Master’s degree in tax law) counsel to all types and sizes of closely-held businesses throughout Washington, including professional service organizations, construction firms, manufacturing, and medical/dental practices. Emphasis on choice of entity, owner relationships and corporate governance, employee compensation, and general business issues. Tax and succession planning (mergers and acquisitions) and individual estate planning for business owners and individuals. Tax representation before the Internal Revenue Service and Washington Department of Revenue.


  • LL.M. (Taxation), New York University
  • Juris Doctor, Willamette University
  • Accounting Technician, Northern Arizona Institute of Technology
  • Bachelor of Arts (Behavioral Science & Law), University of Wisconsin-Madison
  • The Lawrenceville School, Lawrenceville, NJ

Representative Cases

  • Assisted professional engineering firm from formation to 50+ employees.
  • Legal counsel to physicians group and ultimate sale to local non-profit healthcare provider.
  • Legal counsel to residential window and door manufacturer with international presence, including redemption of foreign owners and related cross-border tax issues.
  • Individual counsel to sole shareholder regarding the sale by his wholly-owned company to a publicly-traded corporation.
  • Legal counsel to construction firm with broad presence in the Puget Sound area.
  • Equity participation plans and other non-qualified employee incentive plans for multiple clients in light of IRC Section 409A (regarding deferred compensation).
  • Statutory merger of closely-held commercial mortgage broker business with related earnout.
  • Reorganization of a manufacturer’s representative business pursuant to IRC Section 368(a)(1)(D) (split off), when owners failed to agree on future course of business.
  • Assisted with stock acquisition of a specialized construction firm with an accompanying IRC Section 338(h)(10) election (stock sale treated as an asset sale for federal tax purposes).


  • Contributing Author, Washington Bar Association “Washington Partnership and Limited Liability Company Deskbook” (2010)


  • “Splitting up Businesses (in a divorce),” The Seminar Group
  • “Limited Liability Companies,” National Business Institute
  • “Tax Opportunities and Issues for the LLC,” National Business Institute
  • “LLC Workshop: Choose, Draft and Maintain,” National Business Institute
  • “Drafting LLC Operating Agreements,” National Business Institute
  • “Tax Primer for Business Attorneys,” King County Bar Association
  • “To LLC or not to LLC,” Northwest Entrepreneur Network