There is a newer version of the Revised Code of Washington
2015 Revised Code of Washington
Title 25 - PARTNERSHIPS
25.15 Limited liability companies.
ARTICLE I. GENERAL PROVISIONS
- 25.15.005 Definitions.
- 25.15.006 Definitions.
- 25.15.007 Standards for electronic filing—Rules.
- 25.15.008 Standards for electronic filings—Rules.
- 25.15.010 Name set forth in certificate of formation.
- 25.15.011 Name of limited liability company.
- 25.15.015 Reserved name—Registered name.
- 25.15.016 Reserved name.
- 25.15.018 Effect of limited liability company agreement—Nonwaivable provisions.
- 25.15.020 Registered office—Registered agent.
- 25.15.021 Registered agent.
- 25.15.025 Service of process on domestic limited liability companies.
- 25.15.026 Service of process, notice, or demand.
- 25.15.030 Nature of business permitted—Powers.
- 25.15.031 Purpose and powers.
- 25.15.033 Law of this state governs.
- 25.15.035 Business transactions of member or manager with the limited liability company.
- 25.15.036 Business transactions of member or manager with the limited liability company.
- 25.15.038 General standards—Limitation of liability.
- 25.15.040 Limitation of liability and indemnification.
- 25.15.041 Indemnification.
- 25.15.045 Professional limited liability companies.
- 25.15.046 Professional limited liability companies.
- 25.15.048 Professional limited liability company—Licensing.
- 25.15.050 Member agreements.
- 25.15.051 Foreign professional limited liability company.
- 25.15.054 Membership residency.
- 25.15.055 Membership residency.
- 25.15.060 Piercing the veil.
- 25.15.061 Piercing the veil.
ARTICLE II. FORMATION: CERTIFICATE OF FORMATION, AMENDMENT, FILING, AND EXECUTION
- 25.15.070 Certificate of formation.
- 25.15.071 Formation—Certificate of formation.
- 25.15.075 Amendment to certificate of formation.
- 25.15.076 Amendment to certificate of formation.
- 25.15.081 Restated certificate.
- 25.15.085 Execution.
- 25.15.086 Execution.
- 25.15.090 Execution, amendment, or cancellation by judicial order.
- 25.15.091 Execution or amendment by judicial order.
- 25.15.095 Filing.
- 25.15.096 Duty of secretary of state to file—Review of refusal to file.
- 25.15.100 Restated certificate.
- 25.15.105 Initial and annual reports.
- 25.15.106 Initial and annual reports.
ARTICLE III. MEMBERS
- 25.15.115 Admission of members.
- 25.15.116 Admission of members.
- 25.15.120 Voting and classes of membership.
- 25.15.121 Voting and classes of membership.
- 25.15.125 Liability of members and managers to third parties.
- 25.15.126 Liability of members and managers to third parties.
- 25.15.130 Events of dissociation.
- 25.15.131 Member dissociation.
- 25.15.135 Records and information.
- 25.15.136 Records and information.
- 25.15.140 Remedies for breach of limited liability company agreement by member.
- 25.15.141 Remedies for breach of limited liability company agreement by member.
ARTICLE IV. MANAGEMENT AND MANAGERS
- 25.15.150 Management.
- 25.15.151 Member-managed limited liability companies.
- 25.15.154 Manager-managed limited liability companies.
- 25.15.155 Liability of managers and members.
- 25.15.157 Delegation of rights and powers to manage.
- 25.15.160 Manager—Members' rights and duties.
- 25.15.161 Manager—Member's rights and duties.
- 25.15.165 Voting and classes of managers.
- 25.15.166 Voting and classes of managers.
- 25.15.170 Remedies for breach of limited liability company agreement by manager.
- 25.15.171 Remedies for breach of limited liability company agreement by manager.
- 25.15.175 Reliance on reports and information by member or manager.
- 25.15.176 Resignation of manager.
- 25.15.180 Resignation of manager.
- 25.15.181 Loss of sole remaining manager.
- 25.15.185 Loss of sole remaining manager.
ARTICLE V. CONTRIBUTIONS
- 25.15.190 Form of contribution.
- 25.15.191 Form of contribution.
- 25.15.195 Liability for contribution.
- 25.15.196 Liability for contribution.
- 25.15.200 Allocation of profits and losses.
- 25.15.205 Allocation of distributions.
ARTICLE VI. DISTRIBUTIONS
- 25.15.206 Allocation of distributions.
- 25.15.211 Interim distributions.
- 25.15.215 Interim distributions.
- 25.15.216 Distribution following dissociation.
- 25.15.220 Distribution on event of dissociation.
- 25.15.221 Distribution in-kind.
- 25.15.225 Distribution in-kind.
- 25.15.226 Right to distribution.
- 25.15.230 Right to distribution.
- 25.15.231 Limitations on distribution.
- 25.15.235 Limitations on distribution.
- 25.15.236 Liability for improper distributions.
ARTICLE VII. ASSIGNMENT OF
LIMITED LIABILITY COMPANY INTERESTS
- 25.15.245 Nature of limited liability company interest—Certificate of interest.
- 25.15.246 Nature of limited liability company interest—Certificate of interest.
- 25.15.250 Assignment of limited liability company interest.
- 25.15.251 Transfer of transferable interest.
- 25.15.255 Rights of judgment creditor.
- 25.15.256 Rights of judgment creditor.
- 25.15.260 Right of assignee to become member.
ARTICLE VIII. DISSOLUTION
- 25.15.265 Dissolution.
- 25.15.269 After dissolution under RCW 25.15.265.
- 25.15.270 Dissolution.
- 25.15.273 After dissolution under RCW 25.15.270.
- 25.15.274 Judicial dissolution.
- 25.15.275 Judicial dissolution.
- 25.15.279 Administrative dissolution—Commencement of proceeding.
- 25.15.280 Administrative dissolution—Commencement of proceeding.
- 25.15.284 Administrative dissolution—Notice—Opportunity to correct deficiencies.
- 25.15.285 Administrative dissolution—Notice—Opportunity to correct deficiencies.
- 25.15.289 Administrative dissolution—Reinstatement.
- 25.15.290 Administrative dissolution—Reinstatement—Application—When effective.
- 25.15.293 Dissolution under RCW 25.15.270—Revocation—Approval required—When effective.
- 25.15.294 Voluntary dissolution—Revocation of dissolution—When effective—Effect.
- 25.15.295 Winding up.
- 25.15.297 Winding up.
- 25.15.298 Disposing of known claims—Definition.
- 25.15.300 Distribution of assets.
- 25.15.301 Disposition of known claims—Definition.
- 25.15.303 Remedies available after dissolution.
- 25.15.305 Distribution of assets.
- 25.15.309 Remedies available after distribution.
ARTICLE IX. FOREIGN LIMITED LIABILITY COMPANIES
- 25.15.310 Law governing.
- 25.15.315 Registration required—Application.
- 25.15.316 Law governing.
- 25.15.320 Issuance of registration.
- 25.15.321 Registration required.
- 25.15.325 Name—Registered office—Registered agent.
- 25.15.326 Issuance of registration.
- 25.15.330 Amendments to application.
- 25.15.331 Name—Registered agent.
- 25.15.335 Cancellation of registration.
- 25.15.336 Amendments to application.
- 25.15.340 Doing business without registration.
- 25.15.341 Withdrawal of registration.
- 25.15.345 Foreign limited liability companies doing business without having qualified—Injunctions.
- 25.15.346 Doing business without registration.
- 25.15.350 Transactions not constituting transacting business.
- 25.15.351 Enjoinder from doing business in this state.
- 25.15.355 Service of process on registered foreign limited liability companies.
- 25.15.356 Activities not constituting transacting business.
- 25.15.360 Service of process on unregistered foreign limited liability companies.
- 25.15.361 Service of process on registered foreign limited liability companies.
- 25.15.365 Revocation of registration—Requirements for commencement.
- 25.15.366 Revocation of registration—Procedure—Notice—Correction of grounds—Certificate of revocation—Authority of agent.
- 25.15.367 Service of process on unregistered foreign limited liability companies.
ARTICLE X. DERIVATIVE ACTIONS
- 25.15.370 Right to bring action.
- 25.15.371 Termination of registration.
- 25.15.375 Proper plaintiff.
- 25.15.376 Revocation of registration—Procedure—Notice—Correction of grounds—Certificate of revocation—Authority of agent.
- 25.15.380 Complaint.
- 25.15.385 Expenses.
- 25.15.386 Right to bring action.
ARTICLE XI. MERGERS AND CONVERSIONS
- 25.15.390 Definitions.
- 25.15.391 Proper plaintiff.
- 25.15.395 Merger—Plan—Effective date.
- 25.15.396 Complaint.
- 25.15.400 Merger—Plan—Approval.
- 25.15.401 Expenses.
- 25.15.405 Articles of merger—Filing.
- 25.15.410 Effect of merger.
- 25.15.411 Definitions.
- 25.15.415 Merger—Foreign and domestic.
- 25.15.416 Merger—Plan.
- 25.15.417 Conversion.
- 25.15.419 Action on plan of conversion by converting limited liability company.
- 25.15.420 Filings required for conversion—Effective date.
- 25.15.421 Merger—Plan—Approval.
- 25.15.422 Effect of conversion.
- 25.15.423 Restrictions on approval of conversions.
ARTICLE XII. DISSENTERS' RIGHTS
- 25.15.425 Definitions.
- 25.15.426 Articles of merger—Filing—Effective date.
- 25.15.430 Member—Dissent—Payment of fair value.
- 25.15.431 Effect of merger.
- 25.15.435 Dissenters' rights—Notice—Timing.
- 25.15.436 Conversion.
- 25.15.440 Member—Dissent—Voting restriction.
- 25.15.441 Action on plan of conversion by converting limited liability company.
- 25.15.445 Members—Dissenters' notice—Requirements.
- 25.15.446 Filing required for conversion—Effective date.
- 25.15.450 Member—Payment demand—Entitlement.
- 25.15.451 Effect of conversion.
- 25.15.455 Member's interests—Transfer restriction.
- 25.15.456 Restrictions on approval of conversions.
- 25.15.460 Payment of fair value—Requirements for compliance.
- 25.15.465 Merger—Not effective within sixty days—Transfer restrictions.
- 25.15.466 Definitions.
- 25.15.470 Dissenter's estimate of fair value—Notice.
- 25.15.471 Member—Dissent—Payment of fair value.
- 25.15.475 Unsettled demand for payment—Proceeding—Parties—Appraisers.
- 25.15.476 Dissenters' rights—Notice—Timing.
- 25.15.480 Unsettled demand for payment—Costs—Fees and expenses of counsel.
- 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
- 25.15.800 Construction and application of chapter and limited liability company agreement.
- 25.15.801 Construction and application of chapter and limited liability company agreement.
- 25.15.805 Establishment of filing fees and miscellaneous charges.
- 25.15.806 Applicable fees, charges, and penalties.
- 25.15.810 Authority to adopt rules.
- 25.15.811 Authority to adopt rules.
- 25.15.900 Effective date—1994 c 211.
- 25.15.901 Short title.
- 25.15.902 Severability—1994 c 211.
- 25.15.903 Effective date—2015 c 188.
- 25.15.904 Short title.
- 25.15.905 Chapter application.
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