AN ACT Relating to
limited liability companies; amending RCW 1.16.080, 19.80.005, 19.80.010,
25.04.720, 25.15.010, 25.15.020, 25.15.045, 25.15.150, 25.15.270, and
25.15.325; adding new sections to chapter 25.15 RCW; and creating a new
section.
BE IT ENACTED BY THE
LEGISLATURE OF THE STATE OF WASHINGTON:
Sec. 1. RCW 1.16.080 and 1891 c
23 s 1, part are each amended to read as follows:
(1) The term
"person" may be construed to include the United States, this state,
or any state or territory, or any public or private corporation or limited
liability company, as well as an individual.
(2) Unless the
context clearly indicates otherwise, the terms "association,"
"unincorporated association," and "person, firm, or
corporation" or substantially identical terms shall, without limiting the
application of any term to any other type of legal entity, be construed to
include a limited liability company.
Sec. 2. RCW 19.80.005 and 1984 c
130 s 2 are each amended to read as follows:
Unless the context
clearly requires otherwise, the definitions in this section apply throughout
this chapter:
(1) "Trade
name" means a word or name, or any combination of a word or name, used by
a person to identify the person's business which:
(a) Is not, or does not
include, the true and real name of all persons conducting the business; or
(b) Includes words
which suggest additional parties of interest such as "company,"
"and sons," or "and associates."
(2)
"Business" means an occupation, profession, or employment engaged in
for the purpose of seeking a profit.
(3)"Executed"
by a person means that a document signed by such person is signed by that
person under penalties of perjury and in an official and authorized capacity on
behalf of the person submitting the document to the department of licensing.
(4) "Person"
means any individual, partnership, limited liability company, or
corporation conducting or having an interest in a business in the state.
(5) "True and real
name" means:
(a) The surname of an
individual coupled with one or more of the individual's other names, one or
more of the individual's initials, or any combination;
(b) The designation or
appellation by which an individual is best known and called in the business
community where that individual transacts business, if this is used as that
individual's legal signature;
(c) The registered
corporate name of a domestic corporation as filed with the secretary of state;
(d) The registered
corporate name of a foreign corporation authorized to do business within the
state of Washington as filed with the secretary of state;
(e) The registered
partnership name of a domestic limited partnership as filed with the secretary
of state;
(f) The registered
partnership name of a foreign limited partnership as filed with the secretary
of state; or
(g) The
name of a general partnership which includes in its name the true and real
names, as defined in (a) through (f) of this subsection, of each general
partner as required in RCW 19.80.010.
Sec. 3. RCW 19.80.010 and 1984 c
130 s 3 are each amended to read as follows:
Each person or persons
who shall carry on, conduct, or transact business in this state under any trade
name shall register that trade name with the department of licensing as set
forth in this section:
(1) Sole proprietorship
or general partnership: The registration shall set forth the true and real
name or names of each person conducting the same, together with the post office
address or addresses of each such person and the name of the general
partnership, if applicable.
(2) Foreign or domestic
limited partnership: The registration shall set forth the limited partnership
name as filed with the office of the secretary of state.
(3) Foreign or
domestic limited liability company: The registration shall set forth the
limited liability company name as filed with the office of the secretary of
state.
(4) Foreign or
domestic corporation: The registration shall set forth the corporate name as
filed with the office of the secretary of state.
(((4))) (5)
The registration shall be executed by:
(a) The sole proprietor
of a sole proprietorship;
(b) A general partner
of a domestic or foreign general or limited partnership; or
(c) An officer of a
domestic or foreign corporation.
Sec. 4. RCW 25.04.720 and 1995 c
337 s 5 are each amended to read as follows:
(1) A person or
group of persons licensed or otherwise legally authorized to render
professional services, as defined in RCW 18.100.030, within this state may
organize and become a member or members of a limited liability partnership
under the provisions of this chapter for the purposes of rendering professional
service. Nothing in this section prohibits a person duly licensed or otherwise
legally authorized to render professional services in any jurisdiction other than
this state from becoming a member of a limited liability partnership organized
for the purpose of rendering the same professional services. Nothing in this
section prohibits a limited liability partnership from rendering professional
services outside this state through individuals who are not duly licensed or
otherwise legally authorized to render such professional services within this
state.
(2)(a)
Notwithstanding any other provision of this chapter, health care professionals
who are licensed or certified pursuant to chapters 18.06, 18.19, 18.22, 18.25,
18.29, 18.34, 18.35, 18.36A, 18.50, 18.53, 18.55, 18.64, 18.79, 18.83, 18.89,
18.108, and 18.138 RCW may join and render their individual professional
services through one limited liability partnership and are to be considered,
for the purpose of forming a limited liability partnership, as rendering the
"same specific professional services" or "same professional
services" or similar terms.
(b) Notwithstanding
any other provision of this chapter, health care professionals who are licensed
pursuant to chapters 18.57 and 18.71 RCW may join and render their individual
professional services through one limited liability partnership and are to be
considered, for the purpose of forming a limited liability partnership, as
rendering the "same specific professional services" or "same
professional services" or similar terms.
(c) Formation of a
limited liability partnership under this subsection does not restrict the
application of the uniform disciplinary act under chapter 18.130 RCW, or any
applicable health care professional statutes under Title 18 RCW, including but
not limited to restrictions on persons practicing a health profession without
being appropriately credentialed and persons practicing beyond the scope of
their credential.
Sec. 5. RCW 25.15.010 and 1994 c
211 s 102 are each amended to read as follows:
(1) The name of each
limited liability company as set forth in its certificate of formation:
(a) Must contain ((either))
the words "Limited Liability Company," the words "Limited
Liability" and abbreviation "Co.," or the abbreviation
"L.L.C." or "LLC";
(b) Except as provided
in subsection (1)(d) of this section, may contain the name of a member or
manager;
(c) Must not contain
language stating or implying that the limited liability company is organized
for a purpose other than those permitted by RCW 25.15.030;
(d) Must not contain
any of the words or phrases: "Bank," "banking,"
"banker," "trust," "cooperative," "partnership,"
"corporation," "incorporated," or the abbreviations
"corp.," "ltd.," or "inc.," or "L.P.,"
or any combination of the words "industrial" and "loan," or
any combination of any two or more of the words "building,"
"savings," "loan," "home," "association,"
and "society," or any other words or phrases prohibited by any
statute of this state; and
(e) Must be
distinguishable upon the records of the secretary of state from the names
described in RCW 23B.04.010(1)(d) and 25.10.020(1)(d), and the names of
any limited liability company reserved, registered, or formed under the laws of
this state or qualified to do business as a foreign limited liability company
in this state.
(2) A limited liability
company may apply to the secretary of state for authorization to use any name
which is not distinguishable upon the records of the secretary of state from
one or more of the names described in subsection (1)(e) of this section. The
secretary of state shall authorize use of the name applied for if the other
corporation, limited partnership, or limited liability company consents in
writing to the use and files with the secretary of state documents necessary to
change its name or the name reserved or registered to a name that is
distinguishable upon the records of the secretary of state from the name of the
applying limited liability company.
(3) A name shall not be
considered distinguishable upon the records of the secretary of state by virtue
of:
(a) A variation in the
designation, under subsection (1)(a) of this section, used for the same name;
(b) The addition or
deletion of an article or conjunction such as "the" or
"and" from the same name;
(c) Punctuation,
capitalization, or special characters or symbols in the same name; or
(d) Use of abbreviation
or the plural form of a word in the same name.
(4) This chapter does
not control the use of assumed business names or "trade names."
Sec. 6. RCW 25.15.020 and 1994 c
211 s 104 are each amended to read as follows:
(1) Each limited
liability company shall continuously maintain in this state:
(a) A registered
office, which may but need not be a place of its business in this state. The
registered office shall be at a specific geographic location in this state, and
be identified by number, if any, and street, or building address or rural
route, or, if a commonly known street or rural route address does not exist, by
legal description. A registered office may not be identified by post office
box number or other nongeographic address. For purposes of communicating by
mail, the secretary of state may permit the use of a post office address in the
same city as the registered office in conjunction with the registered office
address if the limited liability company also maintains on file the specific
geographic address of the registered office where personal service of process
may be made;
(b) A registered agent
for service of process on the limited liability company, which agent may be
either an individual resident of this state whose business office is identical
with the limited liability company's registered office, or a domestic
corporation, limited partnership, or limited liability company, or a foreign
corporation, limited partnership, or limited liability company authorized to do
business in this state having a business office identical with such registered
office; and
(c) A registered agent
who shall not be appointed without having given prior written consent to the
appointment. The written consent shall be filed with the secretary of state in
such form as the secretary may prescribe. The written consent shall be filed
with or as a part of the document first appointing a registered agent.
(2) ((A registered
agent may change the address of the registered office of the limited liability
company or companies for which such registered agent is registered agent to
another address in this state by filing with the secretary of state a
certificate, executed by such registered agent, setting forth the names of all
the limited liability companies represented by such registered agent, and the
address at which such registered agent has maintained the registered office for
each of such limited liability companies, and further certifying to the new
address to which each such registered office will be changed on a given day,
and at which new address such registered agent will thereafter maintain the
registered office for each of the limited liability companies recited in the
certificate. Upon the filing of such certificate, the secretary of state shall
furnish to the registered agent a certified copy of the same, and thereafter,
or until further change of address, as authorized by law, the registered office
in this state of each of the limited liability companies recited in the certificate
shall be located at the new address of the registered agent thereof as given in
the certificate. In the event of a change of name of any person acting as a
registered agent of a limited liability company, such registered agent shall
file with the secretary of state a certificate, executed by such registered
agent, setting forth the new name of such registered agent, the name of such
registered agent before it was changed, the names of all the limited liability
companies represented by such registered agent, and the address at which such
registered agent has maintained the registered office for each of such limited
liability companies. Upon the filing of such certificate, the secretary of
state shall furnish to the registered agent a certified copy of the
certificate. Filing a certificate under this section shall be deemed to be an
amendment of the certificate of formation of each limited liability company
affected thereby and each such limited liability company shall not be required
to take any further action with respect thereto, to amend its certificate of
formation under RCW 25.15.075. Any registered agent filing a certificate under
this section shall promptly, upon such filing, deliver a copy of any such
certificate to each limited liability company affected thereby.
(3) The registered
agent of one or more limited liability companies may resign and appoint a
successor registered agent by filing a certificate with the secretary of
state, stating that it resigns and the name and address of the successor
registered agent. There shall be attached to such certificate a statement
executed by each affected limited liability company ratifying and approving
such change of registered agent. Upon such filing, the successor registered
agent shall become the registered agent of such limited liability companies as
have ratified and approved such substitution and the successor registered
agent's address, as stated in such certificate, shall become the address of
each such limited liability company's registered office in this state. The
secretary of state shall furnish to the successor registered agent a certified
copy of the certificate of resignation. Filing of such certificate of
resignation shall be deemed to be an amendment of the certificate of formation
of each limited liability company affected thereby and each such limited
liability company shall not be required to take any further action with respect
thereto, to amend its certificate of formation under RCW 25.15.075.
(4) The registered
agent of a limited liability company may resign without appointing a successor
registered agent by filing a certificate with the secretary of state stating
that it resigns as registered agent for the limited liability company
identified in the certificate, but such resignation shall not become effective
until one hundred twenty days after the certificate is filed. There shall be
attached to such certificate an affidavit of such registered agent, that at
least thirty days prior to and on or about the date of the filing of said
certificate, notices were sent by certified or registered mail to the limited
liability company for which such registered agent is resigning as registered
agent, at the principal office thereof within or outside this state, if known
to such registered agent or, if not, to the last known address of the attorney
or other individual at whose request such registered agent was appointed for
such limited liability company, of the resignation of such registered agent.
After receipt of the notice of the resignation of its registered agent, the
limited liability company for which such registered agent was acting shall
obtain and designate a new registered agent, to take the place of the
registered agent so resigning)) A
limited liability company may change its registered office or registered agent
by delivering to the secretary of state for filing a statement of change that
sets forth:
(a) The name of the
limited liability company;
(b) If the current
registered office is to be changed, the street address of the new registered
office in accord with subsection (1) of this section;
(c) If the current
registered agent is to be changed, the name of the new registered agent and the
new agent's written consent, either on the statement or attached to it, to the
appointment; and
(d) That after the
change or changes are made, the street addresses of its registered office and
the business office of its registered agent will be identical.
(3) If a registered
agent changes the street address of the agent's business office, the registered
agent may change the street address of the registered office of any limited
liability company for which the agent is the registered agent by notifying the
limited liability company in writing of the change and signing, either manually
or in facsimile, and delivering to the secretary of state for filing a
statement that complies with the requirements of subsection (2) of this section
and recites that the limited liability company has been notified of the change.
(4) A registered
agent may resign as agent by signing and delivering to the secretary of state
for filing a statement that the registered office is also discontinued. After
filing the statement the secretary of state shall mail a copy of the statement
to the limited liability company at its principal office. The agency
appointment is terminated, and the registered office discontinued is so
provided, on the thirty-first day after the date on which the statement was
filed.
Sec. 7. RCW 25.15.045 and 1995 c
337 s 14 are each amended to read as follows:
(1) A person or group
of persons licensed or otherwise legally authorized to render professional
services within this state may organize and become a member or members of a
professional limited liability company under the provisions of this chapter for
the purposes of rendering professional service. A "professional limited
liability company" is subject to all the provisions of chapter 18.100 RCW
that apply to a professional corporation, and its managers, members, agents,
and employees shall be subject to all the provisions of chapter 18.100 RCW that
apply to the directors, officers, shareholders, agents, or employees of a
professional corporation, except as provided otherwise in this section.
Nothing in this section prohibits a person duly licensed or otherwise legally
authorized to render professional services in any jurisdiction other than this
state from becoming a member of a professional limited liability company
organized for the purpose of rendering the same professional services. Nothing
in this section prohibits a professional limited liability company from
rendering professional services outside this state through individuals who are
not duly licensed or otherwise legally authorized to render such professional
services within this state. Notwithstanding RCW 18.100.065, persons engaged in
a profession and otherwise meeting the requirements of this chapter may operate
under this chapter as a professional limited liability company so long as each member
personally engaged in the practice of the profession in this state is duly
licensed or otherwise legally authorized to practice the profession in this
state and:
(a) At least one
manager of the company is duly licensed or otherwise legally authorized to
practice the profession in this state; or
(b) Each member in
charge of an office of the company in this state is duly licensed or otherwise
legally authorized to practice the profession in this state.
(2) If the company's
members are required to be licensed to practice such profession, and the
company fails to maintain for itself and for its members practicing in this
state a policy of professional liability insurance, bond, or other evidence of
financial responsibility of a kind designated by rule by the state insurance
commissioner and in the amount of at least one million dollars or such greater
amount as the state insurance commissioner may establish by rule for a licensed
profession or for any specialty within a profession, taking into account the
nature and size of the business, then the company's members shall be personally
liable to the extent that, had such insurance, bond, or other evidence of
responsibility been maintained, it would have covered the liability in
question.
(3) For purposes of
applying the provisions of chapter 18.100 RCW to a professional limited
liability company, the terms "director" or "officer" shall
mean manager, "shareholder" shall mean member,
"corporation" shall mean professional limited liability company,
"articles of incorporation" shall mean certificate of formation,
"shares" or "capital stock" shall mean a limited liability
company interest, "incorporator" shall mean the person who executes
the certificate of formation, and "bylaws" shall mean the limited
liability company agreement.
(4) The name of a
professional limited liability company must contain either the words
"Professional Limited Liability Company," or the words
"Professional Limited Liability" and the abbreviation
"Co.," or the abbreviation "P.L.L.C." or
"PLLC" provided that the name of a professional limited liability
company organized to render dental services shall contain the full names or
surnames of all members and no other word than "chartered" or the
words "professional services" or the abbreviation
"P.L.L.C." or PLLC".
(5) Subject to the
provisions in article VII of this chapter, the following may be a member of a
professional limited liability company and may be the transferee of the
interest of an ineligible person or deceased member of the professional limited
liability company:
(a) A professional
corporation, if its shareholders, directors, and its officers other than the
secretary and the treasurer, are licensed or otherwise legally authorized to
render the same specific professional services as the professional limited
liability company; and
(b)
Another professional limited liability company, if the managers and members of
both professional limited liability companies are licensed or otherwise legally
authorized to render the same specific professional services.
Sec. 8. RCW 25.15.150 and 1994 c
211 s 401 are each amended to read as follows:
(1) Unless the
certificate of formation vests management of the limited liability company in a
manager or managers((,)): (a) Management of the business or
affairs of the limited liability company shall be vested in the members; and
(b) each member is an agent of the limited liability company for the purpose of
its business and the act of any member for apparently carrying on in the usual
way the business of the limited liability company binds the limited liability
company unless the member so acting has in fact no authority to act for the
limited liability company in the particular matter and the person with whom the
member is dealing has knowledge of the fact that the member has no such
authority. Subject to any provisions in the limited liability company
agreement or this chapter restricting or enlarging the management rights and
duties of any person or group or class of persons, the members shall have the
right and authority to manage the affairs of the limited liability company and
to make all decisions with respect thereto.
(2) If the certificate
of formation vests management of the limited liability company in one or more
managers, then such persons shall have such power to manage the business or
affairs of the limited liability company as is provided in the limited
liability company agreement. Unless otherwise provided in the limited
liability company agreement, such persons:
(a) Shall be
designated, appointed, elected, removed, or replaced by a vote, approval, or
consent of members contributing, or required to contribute, more than fifty
percent of the agreed value (as stated in the records of the limited liability
company required to be kept pursuant to RCW 25.15.135) of the contributions
made, or required to be made, by all members at the time of such action;
(b) Need not be members
of the limited liability company or natural persons; and
(c) Unless they have been
earlier removed or have earlier resigned, shall hold office until their
successors shall have been elected and qualified.
(3) If the certificate
of formation vests management of the limited liability company in a manager or
managers, no member, acting solely in the capacity as a member, is an agent of
the limited liability company.
Sec. 9. RCW 25.15.270 and 1994 c
211 s 801 are each amended to read as follows:
A limited liability
company is dissolved and its affairs shall be wound up upon the first to occur
of the following:
(1) The dissolution
date, if any, specified in a limited liability company agreement((,
or thirty years from the date of the formation of the limited liability company
if no such date is set forth in the limited liability company agreement)).
If a date is not specified in the agreement or the agreement does not specify
perpetual existence, then the dissolution date is thirty years after the date
of formation. If a dissolution date is specified in the agreement, it is
renewable by consent of all the members;
(2) The happening of
events specified in a limited liability company agreement;
(3) The written consent
of all members;
(4) An event of
dissociation of a member, unless the business of the limited liability company
is continued either by the consent of all the remaining members within ninety
days following the occurrence of any such event or pursuant to a right to
continue stated in the limited liability company agreement;
(5) The entry of a
decree of judicial dissolution under RCW 25.15.275;
(6) At any time there
are fewer than two members unless, within ninety days following the event of
dissociation upon which the number of members is reduced below two, one or more
additional members are admitted so that there are at least two members; or
(7) The expiration of
two years after the effective date of dissolution under RCW 25.15.285 without
the reinstatement of the limited liability company.
Sec. 10. RCW 25.15.325 and 1994 c
211 s 904 are each amended to read as follows:
(1) A foreign limited
liability company may register with the secretary of state under any name
(whether or not it is the name under which it is registered in the jurisdiction
of its formation) that includes the words "Limited Liability Company,"
the words "Limited Liability" and the abbreviation "Co.,"
or the abbreviation "L.L.C." and that could be registered by a
domestic limited liability company. A foreign limited liability company may
apply to the secretary of state for authorization to use a name which is not
distinguishable upon the records of the office of the secretary of state from
the names described in RCW 23B.04.010(1)(d), and the names of any domestic or
foreign limited liability company reserved, registered, or formed under the
laws of this state. The secretary of state shall authorize use of the name
applied for if the other corporation, limited liability company, or limited
partnership consents in writing to the use and files with the secretary of
state documents necessary to change its name, or the name reserved or
registered to a name that is distinguishable upon the records of the secretary
of state from the name of the applying foreign limited liability company.
(2) Each foreign
limited liability company shall continuously maintain in this state:
(a) A registered
office, which may but need not be a place of its business in this state. The
registered office shall be at a specific geographic location in this state, and
be identified by number, if any, and street, or building address or rural
route, or, if a commonly known street or rural route address does not exist, by
legal description. A registered office may not be identified by post office
box number or other nongeographic address. For purposes of communicating by
mail, the secretary of state may permit the use of a post office address in the
same city as the registered office in conjunction with the registered office
address if the foreign limited liability company also maintains on file the
specific geographic address of the registered office where personal service of
process may be made;
(b) A registered agent
for service of process on the foreign limited liability company, which agent
may be either an individual resident of this state whose business office is
identical with the foreign limited liability company's registered office, or a
domestic corporation, a limited partnership or limited liability company, or a
foreign corporation authorized to do business in this state having a business
office identical with such registered office; and
(c) A registered agent
who shall not be appointed without having given prior written consent to the
appointment. The written consent shall be filed with the secretary of state in
such form as the secretary may prescribe. The written consent shall be filled
with or as a part of the document first appointing a registered agent. In the
event any individual, limited liability company, limited partnership, or
corporation has been appointed agent without consent, that person or
corporation may file a notarized statement attesting to that fact, and the name
shall forthwith be removed from the records of the secretary of state.
(3) ((A registered
agent may change the address of the registered office of the foreign limited
liability company or companies for which the registered agent is registered
agent to another address in this state by filing with the secretary of state a
certificate, executed by such registered agent, setting forth the names of all
the foreign limited liability companies represented by such registered agent,
and the address at which such registered agent has maintained the registered
office for each of such foreign limited liability companies, and further
certifying to the new address to which each such registered office will be
changed on a given day, and at which new address such registered agent will
thereafter maintain the registered office for each of the foreign limited
liability companies recited in the certificate. Upon the filing of such
certificate, the secretary of state shall furnish to the registered agent a
certified copy of the same, and thereafter, or until further change of address,
as authorized by law, the registered office in this state of each of the
foreign limited liability companies recited in the certificate shall be located
at the new address of the registered agent thereof as given in the
certificate. In the event of a change of name of any person acting as a
registered agent of a foreign limited liability company, such registered agent
shall file with the secretary of state a certificate, executed by such
registered agent, setting forth the new name of such registered agent, the name
of such registered agent before it was changed, the names of all the foreign
limited liability companies represented by such registered agent, and the
address at which such registered agent has maintained the registered office for
each of such foreign limited liability companies. Upon the filing of such
certificate, the secretary of state shall furnish to the registered agent a
certified copy of the same. Filing a certificate under this section shall be
deemed to be an amendment of the application for registration of each foreign
limited liability company affected thereby and each foreign limited liability
company shall not be required to take any further action with respect thereto,
to amend its application under RCW 25.15.330. Any registered agent filing a
certificate under this section shall promptly, upon such filing, deliver a copy
of any such certificate to each foreign limited liability company affected
thereby.
(4) The registered
agent of one or more foreign limited liability companies may resign and appoint
a successor registered agent by filing a certificate with the secretary of
state, stating that it resigns and the name and address of the successor
registered agent. There shall be attached to such certificate a statement
executed by each affected foreign limited liability company ratifying and
approving such change of registered agent. Upon such filing, the successor
registered agent shall become the registered agent of such foreign limited
liability company as has ratified and approved such substitution and the
successor registered agent's address, as stated in such certificate, shall
become the address of each such foreign limited liability company's registered
office in this state. The secretary of state shall furnish to the successor
registered agent a certified copy of the certificate of resignation. Filing of
such certificate of resignation shall be deemed to be an amendment of the
application for registration of each foreign limited liability company affected
thereby and each such foreign limited liability company shall not be required
to take any further action with respect thereto, to amend its application under
RCW 25.15.330.
(5) The registered
agent of a foreign limited liability company may resign without appointing a
successor registered agent by filing a certificate with the secretary of state
stating that it resigns as registered agent for the foreign limited liability
company identified in the certificate, but such resignation shall not become
effective until one hundred twenty days after the certificate is filed. There
shall be attached to such certificate an affidavit of such registered agent, if
an individual, or of the president, a vice‑president, or the secretary
thereof if a corporation, that at least thirty days prior to and on or about
the date of the filing of said certificate, notices were sent by certified or
registered mail to the foreign limited liability companies for which such
registered agent is resigning as registered agent, at the principal office
thereof within or outside this state, if known to such registered agent or, if
not, to the last known address of the attorney or other individual at whose
request such registered agent was appointed for such foreign limited liability
company, of the resignation of such registered agent. After receipt of the
notice of the resignation of its registered agent, the foreign limited liability
company for which such registered agent was acting shall obtain and designate a
new registered agent, to take the place of the registered agent so resigning.
If such foreign limited liability company fails to obtain and designate a new
registered agent as aforesaid prior to the expiration of the period of one
hundred twenty days after the filing by the registered agent of the certificate
of resignation, such foreign limited liability company shall not be permitted
to do business in this state and its registration shall be deemed to be
canceled. After the resignation of the registered agent shall have become
effective as provided in this section and if no new registered agent shall have
been obtained and designated in the time and manner aforesaid, service of legal
process against the foreign limited liability company for which the resigned
registered agent had been acting shall thereafter be upon the secretary of
state in accordance with RCW 25.15.360)) A foreign limited liability company may change its registered
office or registered agent by delivering to the secretary of state for filing a
statement of change that sets forth:
(a) The name of the
foreign limited liability company;
(b) If the current
registered office is to be changed, the street address of the new registered
office in accord with subsection (2)(a) of this section;
(c) If the current
registered agent is to be changed, the name of the new registered agent and the
new agent's written consent, either on the statement or attached to it, to the
appointment; and
(d) That after the
change or changes are made, the street addresses of its registered office and
the business office of its registered agent will be identical.
(4) If a registered
agent changes the street address of the agent's business office, the registered
agent may change the street address of the registered office of any foreign
limited liability company for which the agent is the registered agent by
notifying the foreign limited liability company in writing of the change and signing,
either manually or in facsimile, and delivering to the secretary of state for
filing a statement that complies with the requirements of subsection (3) of
this section and recites that the foreign limited liability company has been
notified of the change.
(5) A registered
agent of any foreign limited liability company may resign as agent by signing
and delivering to the secretary of state for filing a statement that the
registered office is also discontinued. After filing the statement the secretary
of state shall mail a copy of the statement to the foreign limited liability
company at its principal office address shown in its most recent annual report,
or the address of its principal place of business shown in its application for
certificate of registration if no annual report has been filed. The agency
appointment is terminated, and the registered office discontinued if so
provided, on the thirty-first day after the date on which the statement was
filed.
NEW SECTION. Sec.
11. A new section is added
to chapter 25.15 RCW under "Article IX" to read as follows:
The secretary of state
may commence a proceeding under section 11 of this act to revoke registration
of a foreign limited liability company authorized to transact business in this
state if:
(1) The foreign limited
liability company is without a registered agent or registered office in this
state for sixty days or more;
(2) The foreign limited
liability company does not inform the secretary of state under RCW 25.15.330
that its registered agent or registered office has changed, that its registered
agent has resigned, or that its registered office has been discontinued within
sixty days of the change, resignation, or discontinuance;
(3) A manager or other
agent of the foreign limited liability company signed a document knowing it was
false in any material respect with intent that the document be delivered to the
secretary of state for filing; or
(4) The secretary of
state receives a duly authenticated certificate from the secretary of state or
other official having custody of limited liability company records in the
jurisdiction under which the foreign limited liability company was organized
stating that the foreign limited liability company has been dissolved or its
certificate or articles of formation canceled.
NEW SECTION. Sec.
12. A new section is added
to chapter 25.15 RCW under "Article IX" to read as follows:
(1) If the secretary of
state determines that one or more grounds exist under section 10 of this act
for revocation of a foreign limited liability company's registration, the
secretary of state shall give the foreign limited liability company written notice
of the determination by first class mail, postage prepaid, stating in the
notice the ground or grounds for and effective date of the secretary of state's
determination, which date shall not be earlier than the date on which the
notice is mailed.
(2) If the foreign
limited liability company does not correct each ground for revocation or
demonstrate to the reasonable satisfaction of the secretary of state that each
ground determined by the secretary of state does not exist within sixty days
after notice is effective, the secretary of state shall revoke the foreign
limited liability company's registration by signing a certificate of revocation
that recites the ground or grounds for revocation and its effective date. The
secretary of state shall file the original of the certificate and mail a copy
to the foreign limited liability company.
(3) Documents to be
mailed by the secretary of state to a foreign limited liability company for
which provision is made in this section shall be sent to the foreign limited
liability company at the address of the agent for service of process contained
in the application or certificate of this limited liability company which is
most recently filed with the secretary of state.
(4) The authority of a
foreign limited liability company to transact business in this state ceases on
the date shown on the certificate revoking its registration.
(5) The secretary of
state's revocation of a foreign limited liability company's registration
appoints the secretary of state the foreign limited liability company's agent
for service of process in any proceeding based on a cause of action which arose
during the time the foreign limited liability company was authorized to
transact business in this state.
(6) Revocation of a
foreign limited liability company's registration does not terminate the
authority of the registered agent of the foreign limited liability company.
NEW SECTION. Sec.
13. Section 8, chapter ...,
Laws of 1996 (section 8 of this act) does not apply to a limited liability
company formed prior to the effective date of this act, unless the certificate
of formation of the limited liability company is amended after the effective
date of this act to provide that the limited liability company has perpetual
duration.
