Chapter 25.15 RCW

LIMITED LIABILITY COMPANIES

Sections
ARTICLE I. GENERAL PROVISIONS
Definitions.
Definitions.
Standards for electronic filingRules.
Standards for electronic filingsRules.
Name set forth in certificate of formation.
Name of limited liability company.
Reserved nameRegistered name.
Reserved name.
Effect of limited liability company agreementNonwaivable provisions.
Registered officeRegistered agent.
Registered agent.
Service of process on domestic limited liability companies.
Service of process, notice, or demand.
Nature of business permittedPowers.
Purpose and powers.
Law of this state governs.
Business transactions of member or manager with the limited liability company.
Business transactions of member or manager with the limited liability company.
General standardsLimitation of liability.
Limitation of liability and indemnification.
Indemnification.
Professional limited liability companies.
Professional limited liability companies.
Professional limited liability companyLicensing.
Member agreements.
Foreign professional limited liability company.
Membership residency.
Membership residency.
Piercing the veil.
Piercing the veil.
ARTICLE II. FORMATION: CERTIFICATE OF FORMATION, AMENDMENT, FILING, AND EXECUTION
Certificate of formation.
FormationCertificate of formation.
Amendment to certificate of formation.
Amendment to certificate of formation.
Restated certificate.
Execution.
Execution.
Execution, amendment, or cancellation by judicial order.
Execution or amendment by judicial order.
Filing.
Duty of secretary of state to fileReview of refusal to file.
Restated certificate.
Initial and annual reports.
Initial and annual reports.
ARTICLE III. MEMBERS
Admission of members.
Admission of members.
Voting and classes of membership.
Voting and classes of membership.
Liability of members and managers to third parties.
Liability of members and managers to third parties.
Events of dissociation.
Member dissociation.
Records and information.
Records and information.
Remedies for breach of limited liability company agreement by member.
Remedies for breach of limited liability company agreement by member.
ARTICLE IV. MANAGEMENT AND MANAGERS
Management.
Member-managed limited liability companies.
Manager-managed limited liability companies.
Liability of managers and members.
Delegation of rights and powers to manage.
ManagerMembers' rights and duties.
ManagerMember's rights and duties.
Voting and classes of managers.
Voting and classes of managers.
Remedies for breach of limited liability company agreement by manager.
Remedies for breach of limited liability company agreement by manager.
Reliance on reports and information by member or manager.
Resignation of manager.
Resignation of manager.
Loss of sole remaining manager.
Loss of sole remaining manager.
ARTICLE V. CONTRIBUTIONS
Form of contribution.
Form of contribution.
Liability for contribution.
Liability for contribution.
Allocation of profits and losses.
Allocation of distributions.
ARTICLE VI. DISTRIBUTIONS
Allocation of distributions.
Interim distributions.
Interim distributions.
Distribution following dissociation.
Distribution on event of dissociation.
Distribution in-kind.
Distribution in-kind.
Right to distribution.
Right to distribution.
Limitations on distribution.
Limitations on distribution.
Liability for improper distributions.
ARTICLE VII. ASSIGNMENT OF
LIMITED LIABILITY COMPANY INTERESTS
Nature of limited liability company interestCertificate of interest.
Nature of limited liability company interestCertificate of interest.
Assignment of limited liability company interest.
Transfer of transferable interest.
Rights of judgment creditor.
Rights of judgment creditor.
Right of assignee to become member.
ARTICLE VIII. DISSOLUTION
Dissolution.
After dissolution under RCW 25.15.265.
Dissolution.
After dissolution under RCW 25.15.270.
Judicial dissolution.
Judicial dissolution.
Administrative dissolutionCommencement of proceeding.
Administrative dissolutionCommencement of proceeding.
Administrative dissolutionNoticeOpportunity to correct deficiencies.
Administrative dissolutionNoticeOpportunity to correct deficiencies.
Administrative dissolutionReinstatement.
Administrative dissolutionReinstatementApplicationWhen effective.
Dissolution under RCW 25.15.270RevocationApproval requiredWhen effective.
Voluntary dissolutionRevocation of dissolutionWhen effectiveEffect.
Winding up.
Winding up.
Disposing of known claimsDefinition.
Distribution of assets.
Disposition of known claimsDefinition.
Remedies available after dissolution.
Distribution of assets.
Remedies available after distribution.
ARTICLE IX. FOREIGN LIMITED LIABILITY COMPANIES
Law governing.
Registration requiredApplication.
Law governing.
Issuance of registration.
Registration required.
NameRegistered officeRegistered agent.
Issuance of registration.
Amendments to application.
NameRegistered agent.
Cancellation of registration.
Amendments to application.
Doing business without registration.
Withdrawal of registration.
Foreign limited liability companies doing business without having qualifiedInjunctions.
Doing business without registration.
Transactions not constituting transacting business.
Enjoinder from doing business in this state.
Service of process on registered foreign limited liability companies.
Activities not constituting transacting business.
Service of process on unregistered foreign limited liability companies.
Service of process on registered foreign limited liability companies.
Revocation of registrationRequirements for commencement.
Revocation of registrationProcedureNoticeCorrection of groundsCertificate of revocationAuthority of agent.
Service of process on unregistered foreign limited liability companies.
ARTICLE X. DERIVATIVE ACTIONS
Right to bring action.
Termination of registration.
Proper plaintiff.
Revocation of registrationProcedureNoticeCorrection of groundsCertificate of revocationAuthority of agent.
Complaint.
Expenses.
Right to bring action.
ARTICLE XI. MERGERS AND CONVERSIONS
Definitions.
Proper plaintiff.
MergerPlanEffective date.
Complaint.
MergerPlanApproval.
Expenses.
Articles of mergerFiling.
Effect of merger.
Definitions.
MergerForeign and domestic.
MergerPlan.
Conversion.
Action on plan of conversion by converting limited liability company.
Filings required for conversionEffective date.
MergerPlanApproval.
Effect of conversion.
Restrictions on approval of conversions.
ARTICLE XII. DISSENTERS' RIGHTS
Definitions.
Articles of mergerFilingEffective date.
MemberDissentPayment of fair value.
Effect of merger.
Dissenters' rightsNoticeTiming.
Conversion.
MemberDissentVoting restriction.
Action on plan of conversion by converting limited liability company.
MembersDissenters' noticeRequirements.
Filing required for conversionEffective date.
MemberPayment demandEntitlement.
Effect of conversion.
Member's interestsTransfer restriction.
Restrictions on approval of conversions.
Payment of fair valueRequirements for compliance.
MergerNot effective within sixty daysTransfer restrictions.
Definitions.
Dissenter's estimate of fair valueNotice.
MemberDissentPayment of fair value.
Unsettled demand for paymentProceedingPartiesAppraisers.
Dissenters' rightsNoticeTiming.
Unsettled demand for paymentCostsFees and expenses of counsel.
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.
Construction and application of chapter and limited liability company agreement.
Establishment of filing fees and miscellaneous charges.
Applicable fees, charges, and penalties.
Authority to adopt rules.
Authority to adopt rules.
Effective date1994 c 211.
Short title.
Severability1994 c 211.
Effective date2015 c 188.
Short title.
Chapter application.