Washington State Limited Liability Code

Washington State Limited Liability Code

 

LIMITED LIABILITY COMPANIES

Complete Chapter | RCW Dispositions

Sections

ARTICLE I. GENERAL PROVISIONS
25.15.006 Definitions.
25.15.011 Name of limited liability company.
25.15.016 Reserved name.
25.15.018 Effect of limited liability company agreement—Nonwaivable provisions.
25.15.021 Registered agent.
25.15.026 Service of process, notice, or demand.
25.15.031 Purpose and powers.
25.15.033 Law of this state governs.
25.15.036 Business transactions of member or manager with the limited liability company.
25.15.038 General standards—Limitation of liability.
25.15.041 Indemnification.
25.15.046 Professional limited liability companies.
25.15.048 Professional limited liability company—Licensing.
25.15.051 Foreign professional limited liability company.
25.15.054 Membership residency.
25.15.061 Piercing the veil.
ARTICLE II. FORMATION: CERTIFICATE OF FORMATION, AMENDMENT, FILING, AND EXECUTION
25.15.071 Formation—Certificate of formation.
25.15.076 Amendment to certificate of formation.
25.15.081 Restated certificate.
25.15.086 Execution.
25.15.091 Execution or amendment by judicial order.
25.15.096 Duty of secretary of state to file—Review of refusal to file.
25.15.106 Initial and annual reports.
ARTICLE III. MEMBERS
25.15.116 Admission of members.
25.15.121 Voting and classes of membership.
25.15.126 Liability of members and managers to third parties.
25.15.131 Member dissociation.
25.15.136 Records and information.
25.15.141 Remedies for breach of limited liability company agreement by member.
ARTICLE IV. MANAGEMENT AND MANAGERS
25.15.151 Member-managed limited liability companies.
25.15.154 Manager-managed limited liability companies.
25.15.157 Delegation of rights and powers to manage.
25.15.161 Manager—Member’s rights and duties.
25.15.166 Voting and classes of managers.
25.15.171 Remedies for breach of limited liability company agreement by manager.
25.15.176 Resignation of manager.
25.15.181 Loss of sole remaining manager.
ARTICLE V. CONTRIBUTIONS
25.15.191 Form of contribution.
25.15.196 Liability for contribution.
ARTICLE VI. DISTRIBUTIONS
25.15.206 Allocation of distributions.
25.15.211 Interim distributions.
25.15.216 Distribution following dissociation.
25.15.221 Distribution in-kind.
25.15.226 Right to distribution.
25.15.231 Limitations on distribution.
25.15.236 Liability for improper distributions.
ARTICLE VII. ASSIGNMENT OF

LIMITED LIABILITY COMPANY INTERESTS

25.15.246 Nature of limited liability company interest—Certificate of interest.
25.15.251 Transfer of transferable interest.
25.15.256 Rights of judgment creditor.
ARTICLE VIII. DISSOLUTION
25.15.265 Dissolution.
25.15.269 After dissolution under RCW 25.15.265.
25.15.274 Judicial dissolution.
25.15.279 Administrative dissolution—Commencement of proceeding.
25.15.289 Administrative dissolution—Reinstatement.
25.15.294 Voluntary dissolution—Revocation of dissolution—When effective—Effect.
25.15.297 Winding up.
25.15.301 Disposition of known claims—Definition.
25.15.305 Distribution of assets.
25.15.309 Remedies available after distribution.
ARTICLE IX. FOREIGN LIMITED LIABILITY COMPANIES
25.15.316 Law governing.
25.15.321 Registration required.
25.15.331 Name—Registered agent.
25.15.336 Amendments to application.
25.15.341 Withdrawal of registration.
25.15.346 Doing business without registration.
25.15.351 Enjoinder from doing business in this state.
25.15.356 Activities not constituting transacting business.
25.15.361 Service of process on registered foreign limited liability companies.
25.15.367 Service of process on unregistered foreign limited liability companies.
25.15.371 Termination of registration.
ARTICLE X. DERIVATIVE ACTIONS
25.15.386 Right to bring action.
25.15.391 Proper plaintiff.
25.15.396 Complaint.
25.15.401 Expenses.
ARTICLE XI. MERGERS AND CONVERSIONS
25.15.411 Definitions.
25.15.416 Merger—Plan.
25.15.421 Merger—Plan—Approval.
25.15.426 Articles of merger—Filing—Effective date.
25.15.431 Effect of merger.
25.15.436 Conversion.
25.15.441 Action on plan of conversion by converting limited liability company.
25.15.446 Filing required for conversion—Effective date.
25.15.451 Effect of conversion.
25.15.456 Restrictions on approval of conversions.
ARTICLE XII. DISSENTERS’ RIGHTS
25.15.466 Definitions.
25.15.471 Member—Dissent—Payment of fair value.
25.15.476 Dissenters’ rights—Notice—Timing.
25.15.481 Member—Dissent—Voting restriction.
25.15.486 Members—Dissenters’ notice—Requirement.
25.15.491 Member—Payment demand—Entitlement.
25.15.496 Members’ interests—Transfer restriction.
25.15.501 Payment of fair value—Requirements for compliance.
25.15.506 Merger—Not effective within sixty days—Transfer restrictions.
25.15.511 Dissenter’s estimate of fair value—Notice.
25.15.516 Unsettled demand for payment—Proceeding—Parties—Appraisers.
25.15.521 Unsettled demand for payment—Costs—Fees and expenses of counsel.
ARTICLE XIII. MISCELLANEOUS
25.15.801 Construction and application of chapter and limited liability company agreement.
25.15.806 Applicable fees, charges, and penalties.
25.15.811 Authority to adopt rules.
25.15.903 Effective date—2015 c 188.
25.15.904 Short title.
25.15.905 Chapter application.