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Chapter 25.15 RCW

LIMITED LIABILITY COMPANIES

RCW Sections

ARTICLE I. GENERAL PROVISIONS
25.15.005Definitions.
25.15.007Standards for electronic filing -- Rules.
25.15.010Name set forth in certificate of formation.
25.15.015Reserved name -- Registered name.
25.15.020Registered office -- Registered agent.
25.15.025Service of process on domestic limited liability companies.
25.15.030Nature of business permitted -- Powers.
25.15.035Business transactions of member or manager with the limited liability company.
25.15.040Limitation of liability and indemnification.
25.15.045Professional limited liability companies.
25.15.050Member agreements.
25.15.055Membership residency.
25.15.060Piercing the veil.
ARTICLE II. FORMATION: CERTIFICATE OF

FORMATION, AMENDMENT, FILING AND EXECUTION
25.15.070Certificate of formation.
25.15.075Amendment to certificate of formation.
25.15.085Execution.
25.15.090Execution, amendment, or cancellation by judicial order.
25.15.095Filing.
25.15.100Restated certificate.
25.15.105Initial and annual reports.
ARTICLE III. MEMBERS
25.15.115Admission of members.
25.15.120Voting and classes of membership.
25.15.125Liability of members and managers to third parties.
25.15.130Events of dissociation.
25.15.135Records and information.
25.15.140Remedies for breach of limited liability company agreement by member.
ARTICLE IV. MANAGEMENT AND MANAGERS
25.15.150Management.
25.15.155Liability of managers and members.
25.15.160Manager -- Members' rights and duties.
25.15.165Voting and classes of managers.
25.15.170Remedies for breach of limited liability company agreement by manager.
25.15.175Reliance on reports and information by member or manager.
25.15.180Resignation of manager.
25.15.185Loss of sole remaining manager.
ARTICLE V. FINANCE
25.15.190Form of contribution.
25.15.195Liability for contribution.
25.15.200Allocation of profits and losses.
25.15.205Allocation of distributions.
ARTICLE VI. DISTRIBUTIONS AND RESIGNATION
25.15.215Interim distributions.
25.15.220Distribution on event of dissociation.
25.15.225Distribution in-kind.
25.15.230Right to distribution.
25.15.235Limitations on distribution.
ARTICLE VII. ASSIGNMENT OF

LIMITED LIABILITY COMPANY INTERESTS
25.15.245Nature of limited liability company interest -- Certificate of interest.
25.15.250Assignment of limited liability company interest.
25.15.255Rights of judgment creditor.
25.15.260Right of assignee to become member.
ARTICLE VIII. DISSOLUTION
25.15.270Dissolution.
25.15.273After dissolution under RCW 25.15.270.
25.15.275Judicial dissolution.
25.15.280Administrative dissolution -- Commencement of proceeding.
25.15.285Administrative dissolution -- Notice -- Opportunity to correct deficiencies.
25.15.290Administrative dissolution -- Reinstatement -- Application -- When effective.
25.15.293Dissolution under RCW 25.15.270 -- Revocation -- Approval required -- When effective.
25.15.295Winding up.
25.15.298Disposing of known claims -- Definition.
25.15.300Distribution of assets.
25.15.303Remedies available after dissolution.
ARTICLE IX. FOREIGN LIMITED LIABILITY COMPANIES
25.15.310Law governing.
25.15.315Registration required -- Application.
25.15.320Issuance of registration.
25.15.325Name -- Registered office -- Registered agent.
25.15.330Amendments to application.
25.15.335Cancellation of registration.
25.15.340Doing business without registration.
25.15.345Foreign limited liability companies doing business without having qualified -- Injunctions.
25.15.350Transactions not constituting transacting business.
25.15.355Service of process on registered foreign limited liability companies.
25.15.360Service of process on unregistered foreign limited liability companies.
25.15.365Revocation of registration -- Requirements for commencement.
25.15.366Revocation of registration -- Procedure -- Notice -- Correction of grounds -- Certificate of revocation -- Authority of agent.
ARTICLE X. DERIVATIVE ACTIONS
25.15.370Right to bring action.
25.15.375Proper plaintiff.
25.15.380Complaint.
25.15.385Expenses.
ARTICLE XI. MERGERS AND CONVERSIONS
25.15.390Definitions.
25.15.395Merger -- Plan -- Effective date.
25.15.400Merger -- Plan -- Approval.
25.15.405Articles of merger -- Filing.
25.15.410Effect of merger.
25.15.415Merger -- Foreign and domestic.
25.15.417Conversion.
25.15.419Action on plan of conversion by converting limited liability company.
25.15.420Filings required for conversion -- Effective date.
25.15.422Effect of conversion.
25.15.423Restrictions on approval of conversions.
ARTICLE XII. DISSENTERS' RIGHTS
25.15.425Definitions.
25.15.430Member -- Dissent -- Payment of fair value.
25.15.435Dissenters' rights -- Notice -- Timing.
25.15.440Member -- Dissent -- Voting restriction.
25.15.445Members -- Dissenters' notice -- Requirements.
25.15.450Member -- Payment demand -- Entitlement.
25.15.455Member's interests -- Transfer restriction.
25.15.460Payment of fair value -- Requirements for compliance.
25.15.465Merger -- Not effective within sixty days -- Transfer restrictions.
25.15.470Dissenter's estimate of fair value -- Notice.
25.15.475Unsettled demand for payment -- Proceeding -- Parties -- Appraisers.
25.15.480Unsettled demand for payment -- Costs -- Fees and expenses of counsel.
ARTICLE XIII. MISCELLANEOUS
25.15.800Construction and application of chapter and limited liability company agreement.
25.15.805Establishment of filing fees and miscellaneous charges.
25.15.810Authority to adopt rules.
25.15.900Effective date -- 1994 c 211.
25.15.901Short title.
25.15.902Severability -- 1994 c 211.

Notes:

Limited liability partnerships: Chapter 25.04 RCW.