Z-0286.1 _______________________________________________
SENATE BILL 5109
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State of Washington 55th Legislature 1997 Regular Session
By Senators Roach and Johnson
Read first time 01/15/97. Referred to Committee on Law & Justice.
AN ACT Relating to the dissolution of limited liability companies caused by the loss of members; and amending RCW 25.15.270.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
Sec. 1. RCW 25.15.270 and 1996 c 231 s 9 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. 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; or
(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.
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