Chapter 25.15 RCW

LIMITED LIABILITY COMPANIES

Sections
ARTICLE I. GENERAL PROVISIONS
Definitions.
Name of limited liability company.
Reserved name.
Effect of limited liability company agreementNonwaivable provisions.
Registered agent.
Service of process, notice, or demand.
Purpose and powers.
Law of this state governs.
Business transactions of member or manager with the limited liability company.
General standardsLimitation of liability.
Indemnification.
Professional limited liability companies.
Professional limited liability companyLicensing.
Foreign professional limited liability company.
Membership residency.
Piercing the veil.
ARTICLE II. FORMATION: CERTIFICATE OF FORMATION, AMENDMENT, FILING, AND EXECUTION
FormationCertificate of formation.
Amendment to certificate of formation.
Restated certificate.
Execution.
Execution or amendment by judicial order.
Duty of secretary of state to fileReview of refusal to file.
Initial and annual reports.
ARTICLE III. MEMBERS
Admission of members.
Voting and classes of membership.
Liability of members and managers to third parties.
Member dissociation.
Records and information.
Remedies for breach of limited liability company agreement by member.
ARTICLE IV. MANAGEMENT AND MANAGERS
Member-managed limited liability companies.
Manager-managed limited liability companies.
Delegation of rights and powers to manage.
ManagerMember's rights and duties.
Voting and classes of managers.
Remedies for breach of limited liability company agreement by manager.
Resignation of manager.
Loss of sole remaining manager.
ARTICLE V. CONTRIBUTIONS
Form of contribution.
Liability for contribution.
ARTICLE VI. DISTRIBUTIONS
Allocation of distributions.
Interim distributions.
Distribution following dissociation.
Distribution in-kind.
Right to distribution.
Limitations on distribution.
Liability for improper distributions.
ARTICLE VII. ASSIGNMENT OF
LIMITED LIABILITY COMPANY INTERESTS
Nature of limited liability company interestCertificate of interest.
Transfer of transferable interest.
Rights of judgment creditor.
ARTICLE VIII. DISSOLUTION
Dissolution.
After dissolution under RCW 25.15.265.
Judicial dissolution.
Administrative dissolutionCommencement of proceeding.
Administrative dissolutionReinstatement.
Voluntary dissolutionRevocation of dissolutionWhen effectiveEffect.
Winding up.
Disposition of known claimsDefinition.
Distribution of assets.
Remedies available after distribution.
ARTICLE IX. FOREIGN LIMITED LIABILITY COMPANIES
Law governing.
Registration required.
NameRegistered agent.
Amendments to application.
Withdrawal of registration.
Doing business without registration.
Enjoinder from doing business in this state.
Activities not constituting transacting business.
Service of process on registered foreign limited liability companies.
Service of process on unregistered foreign limited liability companies.
Termination of registration.
ARTICLE X. DERIVATIVE ACTIONS
Right to bring action.
Proper plaintiff.
Complaint.
Expenses.
ARTICLE XI. MERGERS AND CONVERSIONS
Definitions.
MergerPlan.
MergerPlanApproval.
Articles of mergerFilingEffective date.
Effect of merger.
Conversion.
Action on plan of conversion by converting limited liability company.
Filing required for conversionEffective date.
Effect of conversion.
Restrictions on approval of conversions.
ARTICLE XII. DISSENTERS' RIGHTS
Definitions.
MemberDissentPayment of fair value.
Dissenters' rightsNoticeTiming.
MemberDissentVoting restriction.
MembersDissenters' noticeRequirement.
MemberPayment demandEntitlement.
Members' interestsTransfer restriction.
Payment of fair valueRequirements for compliance.
MergerNot effective within sixty daysTransfer restrictions.
Dissenter's estimate of fair valueNotice.
Unsettled demand for paymentProceedingPartiesAppraisers.
Unsettled demand for paymentCostsFees and expenses of counsel.
ARTICLE XIII. MISCELLANEOUS
Construction and application of chapter and limited liability company agreement.
Applicable fees, charges, and penalties.
Authority to adopt rules.
Effective date2015 c 188.
Short title.
Chapter application.