Revised Code of Washington - RCW Title 25 Partnerships - Chapter 25.15 Limited Liability Companies

25.15.005 Definitions
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise. (1) "Certificate of formation" means the certificate referred to in ...

25.15.007 Standards for electronic filing -- Rules
The secretary of state may adopt rules to facilitate electronic filing. The rules will detail the circumstances under which the electronic filing of documents will ...

25.15.010 Name set forth in certificate of formation
(1) The name of each limited liability company as set forth in its certificate of formation: (a) Must contain the words "Limited Liability Company," the ...

25.15.015 Reserved name -- Registered name
(1) Reserved Name. (a) A person may reserve the exclusive use of a limited liability company name by delivering an application to the secretary of ...

25.15.020 Registered office -- Registered agent
(1) Each limited liability company shall continuously maintain in this state: (a) A registered office, which may but need not be a place of its ...

25.15.025 Service of process on domestic limited liability companies
(1) A limited liability company's registered agent is its agent for service of process, notice, or demand required or permitted by law to be served ...

25.15.030 Nature of business permitted -- Powers
(1) Every limited liability company formed under this chapter may carry on any lawful business or activity unless a more limited purpose is set forth ...

25.15.035 Business transactions of member or manager with the limited liability company
Except as provided in a limited liability company agreement, a member or manager may lend money to, act as a surety, guarantor, or endorser for, ...

25.15.040 Limitation of liability and indemnification
(1) The limited liability company agreement may contain provisions not inconsistent with law that: (a) Eliminate or limit the personal liability of a member or ...

25.15.045 Professional limited liability companies
(1) A person or group of persons licensed or otherwise legally authorized to render professional services within this or any other state may organize and ...

25.15.050 Member agreements
In addition to agreeing among themselves with respect to the provisions of this chapter, the members of a limited liability company or professional limited liability ...

25.15.055 Membership residency
Nothing in this chapter requires a limited liability company or a professional limited liability company to restrict membership to persons residing in or engaging in ...

25.15.060 Piercing the veil
Members of a limited liability company shall be personally liable for any act, debt, obligation, or liability of the limited liability company to the extent ...

25.15.070 Certificate of formation
(1) In order to form a limited liability company, one or more persons must execute a certificate of formation. The certificate of formation shall be ...

25.15.075 Amendment to certificate of formation
(1) A certificate of formation is amended by filing a certificate of amendment thereto with the secretary of state. The certificate of amendment shall set ...

25.15.080 Cancellation of certificate
A certificate of formation shall be canceled upon the effective date of the certificate of cancellation, or as provided in RCW 25.15.290, or upon the ...

25.15.085 Execution
(1) Each document required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner, ...

25.15.090 Execution, amendment, or cancellation by judicial order
(1) If a person required to execute a certificate required by this chapter fails or refuses to do so, any other person who is adversely ...

25.15.095 Filing
(1) The original signed copy, together with a duplicate copy that may be either a signed, photocopied, or conformed copy, of the certificate of formation ...

25.15.100 Restated certificate
(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then ...

25.15.105 Initial and annual reports
(1) Each domestic limited liability company, and each foreign limited liability company authorized to transact business in this state, shall deliver to the secretary of ...

25.15.115 Admission of members
(1) In connection with the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of ...

25.15.120 Voting and classes of membership
(1) Except as provided in this chapter, or in the limited liability company agreement, and subject to subsection (2) of this section, the affirmative vote, ...

25.15.125 Liability of members and managers to third parties
(1) Except as otherwise provided by this chapter, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort or otherwise, ...

25.15.130 Events of dissociation
(1) A person ceases to be a member of a limited liability company, and the person or its successor in interest attains the status of ...

25.15.135 Records and information
(1) A limited liability company shall keep at its principal place of business the following: (a) A current and a past list, setting forth the ...

25.15.140 Remedies for breach of limited liability company agreement by member
A limited liability company agreement may provide that (1) a member who fails to perform in accordance with, or to comply with the terms and ...

25.15.150 Management
(1) Unless the certificate of formation vests management of the limited liability company in a manager or managers: (a) Management of the business or affairs ...

25.15.155 Liability of managers and members
Unless otherwise provided in the limited liability company agreement: (1) A member or manager shall not be liable, responsible, or accountable in damages or otherwise ...

25.15.160 Manager -- Members' rights and duties
A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a ...

25.15.165 Voting and classes of managers
(1) Unless the limited liability company agreement provides otherwise, the affirmative vote, approval, or consent of more than one-half by number of the managers shall ...

25.15.170 Remedies for breach of limited liability company agreement by manager
A limited liability company agreement may provide that (1) a manager who fails to perform in accordance with, or to comply with the terms and ...

25.15.175 Reliance on reports and information by member or manager
In discharging the duties of a manager or a member, a member or manager of a limited liability company is entitled to rely in good ...

25.15.180 Resignation of manager
A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in a limited ...

25.15.185 Loss of sole remaining manager
In the event of the death, resignation, or removal of the sole remaining manager, or if one of the events described in RCW 25.15.130(1) (d) ...

25.15.190 Form of contribution
The contribution of a member to a limited liability company may be made in cash, property or services rendered, or a promissory note or other ...

25.15.195 Liability for contribution
(1) Except as provided in a limited liability company agreement, a member is obligated to a limited liability company to perform any promise to contribute ...

25.15.200 Allocation of profits and losses
The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner ...

25.15.205 Allocation of distributions
Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in ...

25.15.215 Interim distributions
Except as provided in this article, to the extent and at the times or upon the happening of the events specified in a limited liability ...

25.15.220 Distribution on event of dissociation
Unless otherwise provided in the limited liability company agreement, upon the occurrence of an event of dissociation under RCW 25.15.130 which does not cause dissolution ...

25.15.225 Distribution in-kind
Except as provided in a limited liability company agreement, a member, regardless of the nature of the member's contribution, has no right to demand and ...

25.15.230 Right to distribution
Subject to RCW 25.15.235 and 25.15.300, and unless otherwise provided in a limited liability company agreement, at the time a member becomes entitled to receive ...

25.15.235 Limitations on distribution
(1) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving ...

25.15.245 Nature of limited liability company interest -- Certificate of interest
(1) A limited liability company interest is personal property. A member has no interest in specific limited liability company property. (2) A limited liability company ...

25.15.250 Assignment of limited liability company interest
(1) A limited liability company interest is assignable in whole or in part except as provided in a limited liability company agreement. The assignee of ...

25.15.255 Rights of judgment creditor
On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the limited liability company interest of ...

25.15.260 Right of assignee to become member
(1) An assignee of a limited liability company interest may become a member upon: (a) The approval of all of the members of the limited ...

25.15.270 Dissolution
A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1)(a) The dissolution date, ...

25.15.275 Judicial dissolution
On application by or for a member or manager the superior courts may decree dissolution of a limited liability company whenever: (1) It is not ...

25.15.280 Administrative dissolution -- Commencement of proceeding
The secretary of state may commence a proceeding under RCW 25.15.285 to administratively dissolve a limited liability company if: (1) The limited liability company does ...

25.15.285 Administrative dissolution -- Notice -- Opportunity to correct deficiencies
(1) If the secretary of state determines that one or more grounds exist under RCW 25.15.280 for dissolving a limited liability company, the secretary of ...

25.15.290 Administrative dissolution -- Reinstatement -- Application -- When effective
(1) A limited liability company administratively dissolved under RCW 25.15.285 may apply to the secretary of state for reinstatement within two years after the effective ...

25.15.295 Winding up
(1) Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the ...

25.15.300 Distribution of assets
(1) Upon the winding up of a limited liability company, the assets shall be distributed as follows: (a) To creditors, including members and managers who ...

25.15.303 Remedies available after dissolution
The dissolution of a limited liability company does not take away or impair any remedy available against that limited liability company, its managers, or its ...

25.15.310 Law governing
(1) Subject to the Constitution of the state of Washington: (a) The laws of the state, territory, possession, or other jurisdiction or country under which ...

25.15.315 Registration required -- Application
Before doing business in this state, a foreign limited liability company shall register with the secretary of state. In order to register, a foreign limited ...

25.15.320 Issuance of registration
(1) If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, the secretary shall: ...

25.15.325 Name -- Registered office -- Registered agent
(1) A foreign limited liability company may register with the secretary of state under any name (whether or not it is the name under which ...

25.15.330 Amendments to application
If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described ...

25.15.335 Cancellation of registration
(1) A foreign limited liability company may cancel its registration by filing with the secretary of state a certificate of cancellation, executed by any member ...

25.15.340 Doing business without registration
(1) A foreign limited liability company doing business in this state may not maintain any action, suit, or proceeding in this state until it has ...

25.15.345 Foreign limited liability companies doing business without having qualified -- Injunctions
The superior courts shall have jurisdiction to enjoin any foreign limited liability company, or any agent thereof, from doing any business in this state if ...

25.15.350 Transactions not constituting transacting business
(1) The following activities, among others, do not constitute transacting business within the meaning of this article: (a) Maintaining or defending any action or suit ...

25.15.355 Service of process on registered foreign limited liability companies
(1) A foreign limited liability company's registered agent is its agent for service of process, notice, or demand required or permitted by law to be ...

25.15.360 Service of process on unregistered foreign limited liability companies
(1) Any foreign limited liability company which shall do business in this state without having registered under RCW 25.15.315 shall be deemed to have thereby ...

25.15.365 Revocation of registration -- Requirements for commencement
The secretary of state may commence a proceeding under *section 11 of this act to revoke registration of a foreign limited liability company authorized to ...

25.15.366 Revocation of registration -- Procedure -- Notice -- Correction of grounds -- Certificate of revocation -- Authority of agent
(1) If the secretary of state determines that one or more grounds exist under *section 10 of this act for revocation of a foreign limited ...

25.15.370 Right to bring action
A member may bring an action in the superior courts in the right of a limited liability company to recover a judgment in its favor ...

25.15.375 Proper plaintiff
In a derivative action, the plaintiff must be a member at the time of bringing the action and: (1) At the time of the transaction ...

25.15.380 Complaint
In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by ...

25.15.385 Expenses
If a derivative action is successful, in whole or in part, as a result of a judgment, compromise, or settlement of any such action, the ...

25.15.395 Merger -- Plan -- Effective date
(1) One or more domestic limited liability companies may merge with one or more domestic partnerships, domestic limited partnerships, domestic limited liability companies, or domestic ...

25.15.400 Merger -- Plan -- Approval
(1) Unless otherwise provided in the limited liability company agreement, approval of a plan of merger by a domestic limited liability company party to the ...

25.15.405 Articles of merger -- Filing
After a plan of merger is approved or adopted, the surviving partnership, limited liability company, limited partnership, or corporation shall deliver to the secretary of ...

25.15.410 Effect of merger
(1) When a merger takes effect: (a) Every other partnership, limited liability company, limited partnership, or corporation that is party to the merger merges into ...

25.15.415 Merger -- Foreign and domestic
(1) One or more foreign partnerships, one or more foreign limited liability companies, one or more foreign limited partnerships, and one or more foreign corporations ...

25.15.425 Definitions
As used in this article, unless the context otherwise requires: (1) "Limited liability company" means the domestic limited liability company in which the dissenter holds ...

25.15.430 Member -- Dissent -- Payment of fair value
(1) Except as provided in RCW 25.15.440 or 25.15.450(2), a member of a domestic limited liability company is entitled to dissent from, and obtain payment ...

25.15.435 Dissenters' rights -- Notice -- Timing
(1) Not less than ten days prior to the approval of a plan of merger, the limited liability company must send a written notice to ...

25.15.440 Member -- Dissent -- Voting restriction
A member of a limited liability company who is entitled to vote on or approve the plan of merger and who wishes to assert dissenters' ...

25.15.445 Members -- Dissenters' notice -- Requirements
(1) If the plan of merger is approved, the limited liability company shall deliver a written dissenters' notice to all members who satisfied the requirements ...

25.15.450 Member -- Payment demand -- Entitlement
(1) A member of a limited liability company who demands payment retains all other rights of a member of such company until the proposed merger ...

25.15.455 Member's interests -- Transfer restriction
The limited liability company agreement may restrict the transfer of members' interests in the limited liability company from the date the demand for their payment ...

25.15.460 Payment of fair value -- Requirements for compliance
(1) Within thirty days of the later of the date the proposed merger becomes effective, or the payment demand is received, the limited liability company ...

25.15.465 Merger -- Not effective within sixty days -- Transfer restrictions
(1) If the proposed merger does not become effective within sixty days after the date set for demanding payment, the limited liability company shall release ...

25.15.470 Dissenter's estimate of fair value -- Notice
(1) A dissenting member may notify the limited liability company in writing of the dissenter's own estimate of the fair value of the dissenter's interest ...

25.15.475 Unsettled demand for payment -- Proceeding -- Parties -- Appraisers
(1) If a demand for payment under RCW 25.15.450 remains unsettled, the limited liability company shall commence a proceeding within sixty days after receiving the ...

25.15.480 Unsettled demand for payment -- Costs -- Fees and expenses of counsel
(1) The court in a proceeding commenced under RCW 25.15.475 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers ...

25.15.800 Construction and application of chapter and limited liability company agreement
(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (2) It ...

25.15.805 Establishment of filing fees and miscellaneous charges
(1) The secretary of state shall adopt rules establishing fees which shall be charged and collected for: (a) Filing of a certificate of formation for ...

25.15.810 Authority to adopt rules
The secretary of state shall adopt such rules as are necessary to implement the transfer of duties and records required by this chapter.[1994 c 211 ...

25.15.900 Effective date -- 1994 c 211
This act shall take effect October 1, 1994.[1994 c 211 § 1312.] ...

25.15.901 Short title
This chapter may be cited as the "Washington Limited Liability Company Act."[1994 c 211 § 1313.] ...

25.15.902 Severability -- 1994 c 211
If any provision of this act or its application to any person or circumstance is held invalid, the remainder of the act or the application ...