(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 filed in the office of the secretary of state and set forth:
(a) The name of the limited liability company;
(b) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by RCW 25.15.020
(c) The address of the principal place of business of the limited liability company;
(d) If the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;
(e) If management of the limited liability company is vested in a manager or managers, a statement to that effect;
(f) Any other matters the members decide to include therein; and
(g) The name and address of each person executing the certificate of formation.
(2) Effect of filing:
(a) Unless a delayed effective date is specified, a limited liability company is formed when its certificate of formation is filed by the secretary of state. A delayed effective date for a certificate of formation may be no later than the ninetieth day after the date it is filed.
(b) The secretary of state's filing of the certificate of formation is conclusive proof that the persons executing the certificate satisfied all conditions precedent to the formation.
(c) A limited liability company formed under this chapter shall be a separate legal entity.
[2010 c 196 § 2; 1994 c 211 § 201.]