Chapter 25.15 RCW

LIMITED LIABILITY COMPANIES

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 agreementNonwaivable 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 standardsLimitation of liability.
25.15.041Indemnification.
25.15.046Professional limited liability companies.
25.15.048Professional limited liability companyLicensing.
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
25.15.071FormationCertificate 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 fileReview 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.
25.15.161ManagerMember'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 interestCertificate 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 dissolutionCommencement of proceeding.
25.15.289Administrative dissolutionReinstatement.
25.15.294Voluntary dissolutionRevocation of dissolutionWhen effectiveEffect.
25.15.297Winding up.
25.15.301Disposition of known claimsDefinition.
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.
25.15.331NameRegistered 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.
25.15.416MergerPlan.
25.15.421MergerPlanApproval.
25.15.426Articles of mergerFilingEffective 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 conversionEffective date.
25.15.451Effect of conversion.
25.15.456Restrictions on approval of conversions.
ARTICLE XII. DISSENTERS' RIGHTS
25.15.466Definitions.
25.15.471MemberDissentPayment of fair value.
25.15.476Dissenters' rightsNoticeTiming.
25.15.481MemberDissentVoting restriction.
25.15.486MembersDissenters' noticeRequirement.
25.15.491MemberPayment demandEntitlement.
25.15.496Members' interestsTransfer restriction.
25.15.501Payment of fair valueRequirements for compliance.
25.15.506MergerNot effective within sixty daysTransfer restrictions.
25.15.511Dissenter's estimate of fair valueNotice.
25.15.516Unsettled demand for paymentProceedingPartiesAppraisers.
25.15.521Unsettled demand for paymentCostsFees 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 date2015 c 188.
25.15.904Short title.
25.15.905Chapter application.
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