through 25.15.902 (as in existence on December 31, 2015) Repealed. (Effective January 1, 2016.) | |
ARTICLE I. GENERAL PROVISIONS | |
Definitions. (Effective January 1, 2016.) | |
Standards for electronic filings—Rules. (Effective until January 1, 2016.) | |
Repealed. (Effective January 1, 2016.) |
|
Name of limited liability company. (Effective January 1, 2016.) | |
Reserved name. (Effective January 1, 2016.) | |
Effect of limited liability company agreement—Nonwaivable provisions. (Effective January 1, 2016.) | |
Registered agent. (Effective January 1, 2016.) | |
Service of process, notice, or demand. (Effective January 1, 2016.) | |
Purpose and powers. (Effective January 1, 2016.) | |
Law of this state governs. (Effective January 1, 2016.) | |
Business transactions of member or manager with the limited liability company. (Effective January 1, 2016.) | |
General standards—Limitation of liability. (Effective January 1, 2016.) | |
Indemnification. (Effective January 1, 2016.) | |
Professional limited liability companies. (Effective January 1, 2016.) | |
Professional limited liability company—Licensing. (Effective January 1, 2016.) | |
Foreign professional limited liability company. (Effective January 1, 2016.) | |
Membership residency. (Effective January 1, 2016.) | |
Piercing the veil. (Effective January 1, 2016.) | |
ARTICLE II. FORMATION: CERTIFICATE OF
FORMATION, AMENDMENT, FILING, AND EXECUTION | |
Formation—Certificate of formation. (Effective January 1, 2016.) | |
Amendment to certificate of formation. (Effective January 1, 2016.) | |
Restated certificate. (Effective January 1, 2016.) | |
Execution. (Effective January 1, 2016.) | |
Execution or amendment by judicial order. (Effective January 1, 2016.) | |
Duty of secretary of state to file—Review of refusal to file. (Effective January 1, 2016.) | |
Initial and annual reports. (Effective January 1, 2016.) | |
ARTICLE III. MEMBERS | |
Admission of members. (Effective January 1, 2016.) | |
Voting and classes of membership. (Effective January 1, 2016.) | |
Liability of members and managers to third parties. (Effective January 1, 2016.) | |
Member dissociation. (Effective January 1, 2016.) | |
Records and information. (Effective January 1, 2016.) | |
Remedies for breach of limited liability company agreement by member. (Effective January 1, 2016.) | |
ARTICLE IV. MANAGEMENT AND MANAGERS | |
Member-managed limited liability companies. (Effective January 1, 2016.) | |
Manager-managed limited liability companies. (Effective January 1, 2016.) | |
Delegation of rights and powers to manage. (Effective January 1, 2016.) | |
Manager—Member's rights and duties. (Effective January 1, 2016.) | |
Voting and classes of managers. (Effective January 1, 2016.) | |
Remedies for breach of limited liability company agreement by manager. (Effective January 1, 2016.) | |
Resignation of manager. (Effective January 1, 2016.) | |
Loss of sole remaining manager. (Effective January 1, 2016.) | |
ARTICLE V. CONTRIBUTIONS | |
Form of contribution. (Effective January 1, 2016.) | |
Liability for contribution. (Effective January 1, 2016.) | |
ARTICLE VI. DISTRIBUTIONS | |
Allocation of distributions. (Effective January 1, 2016.) | |
Interim distributions. (Effective January 1, 2016.) | |
Distribution following dissociation. (Effective January 1, 2016.) | |
Distribution in-kind. (Effective January 1, 2016.) | |
Right to distribution. (Effective January 1, 2016.) | |
Limitations on distribution. (Effective January 1, 2016.) | |
Liability for improper distributions. (Effective January 1, 2016.) | |
ARTICLE VII. ASSIGNMENT OF LIMITED LIABILITY
COMPANY INTERESTS | |
Nature of limited liability company interest—Certificate of interest. (Effective January 1, 2016.) | |
Transfer of transferable interest. (Effective January 1, 2016.) | |
Rights of judgment creditor. (Effective January 1, 2016.) | |
ARTICLE VIII. DISSOLUTION | |
Dissolution. (Effective January 1, 2016.) | |
After dissolution under RCW 25.15.265. (Effective January 1, 2016.) | |
Judicial dissolution. (Effective January 1, 2016.) | |
Administrative dissolution—Commencement of proceeding. (Effective January 1, 2016.) | |
Administrative dissolution—Notice—Opportunity to correct deficiencies. (Effective until January 1, 2016.) | |
Repealed (Effective January 1, 2016.) |
|
Administrative dissolution—Reinstatement. (Effective January 1, 2016.) | |
Voluntary dissolution—Revocation of dissolution—When effective—Effect. (Effective January 1, 2016.) | |
Winding up. (Effective January 1, 2016.) | |
Disposition of known claims—Definition. (Effective January 1, 2016.) | |
Distribution of assets. (Effective January 1, 2016.) | |
Remedies available after distribution. (Effective January 1, 2016.) | |
ARTICLE IX. FOREIGN LIMITED LIABILITY COMPANIES | |
Law governing. (Effective January 1, 2016.) | |
Registration required. (Effective January 1, 2016.) | |
Issuance of registration. (Effective until January 1, 2016.) | |
Repealed. (Effective January 1, 2016.) |
|
Name—Registered agent. (Effective January 1, 2016.) | |
Amendments to application. (Effective January 1, 2016.) | |
Withdrawal of registration. (Effective January 1, 2016.) | |
Doing business without registration. (Effective January 1, 2016.) | |
Enjoinder from doing business in this state. (Effective January 1, 2016.) | |
Activities not constituting transacting business. (Effective January 1, 2016.) | |
Service of process on registered foreign limited liability companies. (Effective January 1, 2016.) | |
Service of process on unregistered foreign limited liability companies. (Effective January 1, 2016.) | |
Termination of registration. (Effective January 1, 2016.) | |
Revocation of registration—Procedure—Notice—Correction of grounds—Certificate of revocation—Authority of agent. (Effective until January 1, 2016.) | |
Repealed. (Effective January 1, 2016.) |
|
ARTICLE X. DERIVATIVE ACTIONS | |
Right to bring action. (Effective January 1, 2016.) | |
Proper plaintiff. (Effective January 1, 2016.) | |
Complaint. (Effective January 1, 2016.) | |
Expenses. (Effective January 1, 2016.) | |
ARTICLE XI. MERGERS AND CONVERSIONS | |
Definitions. (Effective January 1, 2016.) | |
Merger—Plan. (Effective January 1, 2016.) | |
Merger—Plan—Approval. (Effective January 1, 2016.) | |
Articles of merger—Filing—Effective date. (Effective January 1, 2016.) | |
Effect of merger. (Effective January 1, 2016.) | |
Conversion. (Effective January 1, 2016.) | |
Action on plan of conversion by converting limited liability company. (Effective January 1, 2016.) | |
Filing required for conversion—Effective date. (Effective January 1, 2016.) | |
Effect of conversion. (Effective January 1, 2016.) | |
Restrictions on approval of conversions. (Effective January 1, 2016.) | |
ARTICLE XII. DISSENTERS' RIGHTS | |
Definitions. (Effective January 1, 2016.) | |
Member—Dissent—Payment of fair value. (Effective January 1, 2016.) | |
Dissenters' rights—Notice—Timing. (Effective January 1, 2016.) | |
Member—Dissent—Voting restriction. (Effective January 1, 2016.) | |
Members—Dissenters' notice—Requirement. (Effective January 1, 2016.) | |
Member—Payment demand—Entitlement. (Effective January 1, 2016.) | |
Members' interests—Transfer restriction. (Effective January 1, 2016.) | |
Payment of fair value—Requirements for compliance. (Effective January 1, 2016.) | |
Merger—Not effective within sixty days—Transfer restrictions. (Effective January 1, 2016.) | |
Dissenter's estimate of fair value—Notice. (Effective January 1, 2016.) | |
Unsettled demand for payment—Proceeding—Parties—Appraisers. (Effective January 1, 2016.) | |
Unsettled demand for payment—Costs—Fees and expenses of counsel. (Effective January 1, 2016.) | |
ARTICLE XIII. MISCELLANEOUS | |
Construction and application of chapter and limited liability company agreement. (Effective January 1, 2016.) | |
Applicable fees, charges, and penalties. (Effective January 1, 2016.) | |
Authority to adopt rules. (Effective January 1, 2016.) | |
Effective date—2015 c 188. (Effective January 1, 2016.) | |
Short title. (Effective January 1, 2016.) | |
Chapter application. (Effective January 1, 2016.) | |