CERTIFICATION OF ENROLLMENT

                        SENATE BILL 5109

                    Chapter 21, Laws of 1997

                        55th Legislature

                      1997 Regular Session

LIMITED LIABILITY COMPANIES--AUTHORIZATION OF ONE-MEMBER COMPANIES

                    EFFECTIVE DATE:  7/27/97

Passed by the Senate February 21, 1997   YEAS 36   NAYS 13                BRAD OWEN President of the Senate Passed by the House April 8, 1997   YEAS 90   NAYS 5

CERTIFICATE I, Mike O=Connell, Secretary of the Senate of the State of Washington, do hereby certify that the attached is  SENATE BILL 5109 as passed by the Senate and the House of Representatives on the dates hereon set forth.

CLYDE BALLARD Speaker of the       House of Representatives

MIKE O'CONNELL                             Secretary

Approved April 15, 1997 Place Style On Codes above, and Style Off Codes below.

FILED                      April 15, 1997 - 5:39 p.m.

GARY LOCKE Governor of the State of Washington

Secretary of State                   State of Washington

          _______________________________________________

                         SENATE BILL 5109

          _______________________________________________

             Passed Legislature - 1997 Regular Session

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.

Dissolving limited liability companies.   

    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.

    Passed the Senate February 21, 1997.

    Passed the House April 8, 1997.

Approved by the Governor April 15, 1997.

    Filed in Office of Secretary of State April 15, 1997.