There is a newer version of the Revised Code of Washington
2016 Revised Code of Washington
Title 25 - PARTNERSHIPS
25.15 Limited liability companies.
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
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
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