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Chapter 25.15 RCW

LIMITED LIABILITY COMPANIES

Sections

ARTICLE I. GENERAL PROVISIONS
HTMLPDF 25.15.006Definitions.
HTMLPDF 25.15.011Name of limited liability company.
HTMLPDF 25.15.016Reserved name.
HTMLPDF 25.15.018Effect of limited liability company agreement—Nonwaivable provisions.
HTMLPDF 25.15.021Registered agent.
HTMLPDF 25.15.026Service of process, notice, or demand.
HTMLPDF 25.15.031Purpose and powers.
HTMLPDF 25.15.033Law of this state governs.
HTMLPDF 25.15.036Business transactions of member or manager with the limited liability company.
HTMLPDF 25.15.038General standards—Limitation of liability.
HTMLPDF 25.15.041Indemnification.
HTMLPDF 25.15.046Professional limited liability companies.
HTMLPDF 25.15.048Professional limited liability company—Licensing.
HTMLPDF 25.15.051Foreign professional limited liability company.
HTMLPDF 25.15.054Membership residency.
HTMLPDF 25.15.061Piercing the veil.
ARTICLE II. FORMATION: CERTIFICATE OF FORMATION, AMENDMENT, FILING, AND EXECUTION
HTMLPDF 25.15.071Formation—Certificate of formation.
HTMLPDF 25.15.076Amendment to certificate of formation.
HTMLPDF 25.15.081Restated certificate.
HTMLPDF 25.15.086Execution.
HTMLPDF 25.15.091Execution or amendment by judicial order.
HTMLPDF 25.15.096Duty of secretary of state to file—Review of refusal to file.
HTMLPDF 25.15.106Initial and annual reports.
ARTICLE III. MEMBERS
HTMLPDF 25.15.116Admission of members.
HTMLPDF 25.15.121Voting and classes of membership.
HTMLPDF 25.15.126Liability of members and managers to third parties.
HTMLPDF 25.15.131Member dissociation.
HTMLPDF 25.15.136Records and information.
HTMLPDF 25.15.141Remedies for breach of limited liability company agreement by member.
ARTICLE IV. MANAGEMENT AND MANAGERS
HTMLPDF 25.15.151Member-managed limited liability companies.
HTMLPDF 25.15.154Manager-managed limited liability companies.
HTMLPDF 25.15.157Delegation of rights and powers to manage.
HTMLPDF 25.15.161Manager—Member's rights and duties.
HTMLPDF 25.15.166Voting and classes of managers.
HTMLPDF 25.15.171Remedies for breach of limited liability company agreement by manager.
HTMLPDF 25.15.176Resignation of manager.
HTMLPDF 25.15.181Loss of sole remaining manager.
ARTICLE V. CONTRIBUTIONS
HTMLPDF 25.15.191Form of contribution.
HTMLPDF 25.15.196Liability for contribution.
ARTICLE VI. DISTRIBUTIONS
HTMLPDF 25.15.206Allocation of distributions.
HTMLPDF 25.15.211Interim distributions.
HTMLPDF 25.15.216Distribution following dissociation.
HTMLPDF 25.15.221Distribution in-kind.
HTMLPDF 25.15.226Right to distribution.
HTMLPDF 25.15.231Limitations on distribution.
HTMLPDF 25.15.236Liability for improper distributions.
ARTICLE VII. ASSIGNMENT OF
LIMITED LIABILITY COMPANY INTERESTS
HTMLPDF 25.15.246Nature of limited liability company interest—Certificate of interest.
HTMLPDF 25.15.251Transfer of transferable interest.
HTMLPDF 25.15.256Rights of judgment creditor.
ARTICLE VIII. DISSOLUTION
HTMLPDF 25.15.265Dissolution.
HTMLPDF 25.15.269After dissolution under RCW 25.15.265.
HTMLPDF 25.15.274Judicial dissolution.
HTMLPDF 25.15.279Administrative dissolution—Commencement of proceeding.
HTMLPDF 25.15.289Administrative dissolution—Reinstatement.
HTMLPDF 25.15.294Voluntary dissolution—Revocation of dissolution—When effective—Effect.
HTMLPDF 25.15.297Winding up.
HTMLPDF 25.15.301Disposition of known claims—Definition.
HTMLPDF 25.15.305Distribution of assets.
HTMLPDF 25.15.309Remedies available after distribution.
ARTICLE IX. FOREIGN LIMITED LIABILITY COMPANIES
HTMLPDF 25.15.316Law governing.
HTMLPDF 25.15.321Registration required.
HTMLPDF 25.15.331Name—Registered agent.
HTMLPDF 25.15.336Amendments to application.
HTMLPDF 25.15.341Withdrawal of registration.
HTMLPDF 25.15.346Doing business without registration.
HTMLPDF 25.15.351Enjoinder from doing business in this state.
HTMLPDF 25.15.356Activities not constituting transacting business.
HTMLPDF 25.15.361Service of process on registered foreign limited liability companies.
HTMLPDF 25.15.367Service of process on unregistered foreign limited liability companies.
HTMLPDF 25.15.371Termination of registration.
ARTICLE X. DERIVATIVE ACTIONS
HTMLPDF 25.15.386Right to bring action.
HTMLPDF 25.15.391Proper plaintiff.
HTMLPDF 25.15.396Complaint.
HTMLPDF 25.15.401Expenses.
ARTICLE XI. MERGERS AND CONVERSIONS
HTMLPDF 25.15.411Definitions.
HTMLPDF 25.15.416Merger—Plan.
HTMLPDF 25.15.421Merger—Plan—Approval.
HTMLPDF 25.15.426Articles of merger—Filing—Effective date.
HTMLPDF 25.15.431Effect of merger.
HTMLPDF 25.15.436Conversion.
HTMLPDF 25.15.441Action on plan of conversion by converting limited liability company.
HTMLPDF 25.15.446Filing required for conversion—Effective date.
HTMLPDF 25.15.451Effect of conversion.
HTMLPDF 25.15.456Restrictions on approval of conversions.
ARTICLE XII. DISSENTERS' RIGHTS
HTMLPDF 25.15.466Definitions.
HTMLPDF 25.15.471Member—Dissent—Payment of fair value.
HTMLPDF 25.15.476Dissenters' rights—Notice—Timing.
HTMLPDF 25.15.481Member—Dissent—Voting restriction.
HTMLPDF 25.15.486Members—Dissenters' notice—Requirement.
HTMLPDF 25.15.491Member—Payment demand—Entitlement.
HTMLPDF 25.15.496Members' interests—Transfer restriction.
HTMLPDF 25.15.501Payment of fair value—Requirements for compliance.
HTMLPDF 25.15.506Merger—Not effective within sixty days—Transfer restrictions.
HTMLPDF 25.15.511Dissenter's estimate of fair value—Notice.
HTMLPDF 25.15.516Unsettled demand for payment—Proceeding—Parties—Appraisers.
HTMLPDF 25.15.521Unsettled demand for payment—Costs—Fees and expenses of counsel.
ARTICLE XIII. MISCELLANEOUS
HTMLPDF 25.15.801Construction and application of chapter and limited liability company agreement.
HTMLPDF 25.15.806Applicable fees, charges, and penalties.
HTMLPDF 25.15.811Authority to adopt rules.
HTMLPDF 25.15.903Effective date—2015 c 188.
HTMLPDF 25.15.904Short title.
HTMLPDF 25.15.905Chapter application.