Revised Code of Washington
2024 Archive

Chapter 25.15 RCW
LIMITED LIABILITY COMPANIES
PDF of Chapter Digest
PDF of Complete Chapter
Sections
ARTICLE I. GENERAL PROVISIONS
25.15.006Definitions.
25.15.011Name of limited liability company.
25.15.016Reserved name.
25.15.018Effect of limited liability company agreement—Nonwaivable provisions.
25.15.021Registered agent.
25.15.026Service of process, notice, or demand.
25.15.031Purpose and powers.
25.15.033Law of this state governs.
25.15.036Business transactions of member or manager with the limited liability company.
25.15.038General standards—Limitation of liability.
25.15.041Indemnification.
25.15.046Professional limited liability companies.
25.15.048Professional limited liability company—Licensing.
25.15.051Foreign professional limited liability company.
25.15.054Membership residency.
25.15.061Piercing the veil.
ARTICLE II. FORMATION: CERTIFICATE OF FORMATION, AMENDMENT, FILING, AND EXECUTION
25.15.071Formation—Certificate of formation.
25.15.076Amendment to certificate of formation.
25.15.081Restated certificate.
25.15.086Execution.
25.15.091Execution or amendment by judicial order.
25.15.096Duty of secretary of state to file—Review of refusal to file.
25.15.106Initial and annual reports.
ARTICLE III. MEMBERS
25.15.116Admission of members.
25.15.121Voting and classes of membership.
25.15.126Liability of members and managers to third parties.
25.15.131Member dissociation.
25.15.136Records and information.
25.15.141Remedies for breach of limited liability company agreement by member.
ARTICLE IV. MANAGEMENT AND MANAGERS
25.15.151Member-managed limited liability companies.
25.15.154Manager-managed limited liability companies.
25.15.157Delegation of rights and powers to manage.
25.15.161Manager—Member's rights and duties.
25.15.166Voting and classes of managers.
25.15.171Remedies for breach of limited liability company agreement by manager.
25.15.176Resignation of manager.
25.15.181Loss of sole remaining manager.
ARTICLE V. CONTRIBUTIONS
25.15.191Form of contribution.
25.15.196Liability for contribution.
ARTICLE VI. DISTRIBUTIONS
25.15.206Allocation of distributions.
25.15.211Interim distributions.
25.15.216Distribution following dissociation.
25.15.221Distribution in-kind.
25.15.226Right to distribution.
25.15.231Limitations on distribution.
25.15.236Liability for improper distributions.
ARTICLE VII. ASSIGNMENT OF
LIMITED LIABILITY COMPANY INTERESTS
25.15.246Nature of limited liability company interest—Certificate of interest.
25.15.251Transfer of transferable interest.
25.15.256Rights of judgment creditor.
ARTICLE VIII. DISSOLUTION
25.15.265Dissolution.
25.15.269After dissolution under RCW 25.15.265.
25.15.274Judicial dissolution.
25.15.279Administrative dissolution—Commencement of proceeding.
25.15.289Administrative dissolution—Reinstatement.
25.15.294Voluntary dissolution—Revocation of dissolution—When effective—Effect.
25.15.297Winding up.
25.15.301Disposition of known claims—Definition.
25.15.305Distribution of assets.
25.15.309Remedies available after distribution.
ARTICLE IX. FOREIGN LIMITED LIABILITY COMPANIES
25.15.316Law governing.
25.15.321Registration required.
25.15.331Name—Registered agent.
25.15.336Amendments to application.
25.15.341Withdrawal of registration.
25.15.346Doing business without registration.
25.15.351Enjoinder from doing business in this state.
25.15.356Activities not constituting transacting business.
25.15.361Service of process on registered foreign limited liability companies.
25.15.367Service of process on unregistered foreign limited liability companies.
25.15.371Termination of registration.
ARTICLE X. DERIVATIVE ACTIONS
25.15.386Right to bring action.
25.15.391Proper plaintiff.
25.15.396Complaint.
25.15.401Expenses.
ARTICLE XI. MERGERS AND CONVERSIONS
25.15.411Definitions.
25.15.416Merger—Plan.
25.15.421Merger—Plan—Approval.
25.15.426Articles of merger—Filing—Effective date.
25.15.431Effect of merger.
25.15.436Conversion.
25.15.441Action on plan of conversion by converting limited liability company.
25.15.446Filing required for conversion—Effective date.
25.15.451Effect of conversion.
25.15.456Restrictions on approval of conversions.
ARTICLE XII. DISSENTERS' RIGHTS
25.15.466Definitions.
25.15.471Member—Dissent—Payment of fair value.
25.15.476Dissenters' rights—Notice—Timing.
25.15.481Member—Dissent—Voting restriction.
25.15.486Members—Dissenters' notice—Requirement.
25.15.491Member—Payment demand—Entitlement.
25.15.496Members' interests—Transfer restriction.
25.15.501Payment of fair value—Requirements for compliance.
25.15.506Merger—Not effective within sixty days—Transfer restrictions.
25.15.511Dissenter's estimate of fair value—Notice.
25.15.516Unsettled demand for payment—Proceeding—Parties—Appraisers.
25.15.521Unsettled demand for payment—Costs—Fees and expenses of counsel.
ARTICLE XIII. MISCELLANEOUS
25.15.801Construction and application of chapter and limited liability company agreement.
25.15.806Applicable fees, charges, and penalties.
25.15.811Authority to adopt rules.
25.15.903Effective date—2015 c 188.
25.15.904Short title.
25.15.905Chapter application.