reglab/housing_qa huggingface dataset:
WA Rev Code § 25.15.154 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.154 - Manager-managed limited liability companies.

RCW 25.15.154 Manager-managed limited liability companies.(1) If the limited liability company is manager-managed:(a) Management of the activities of the limited liability company is vested in one or more managers; and(b) Each manager of the limited liability company:(i) Is designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members;(ii) Need not be a member of the limited liability company or a natural person; and(iii) Unless the manager has been earlier removed or has earlier resigned, holds office until a successor has been elected.(2) If the limited liability company is manager-managed:(a) Each manager is an agent of the limited liability company and has the authority to bind the limited liability company with regard to matters in the ordinary course of its activities; and(b) No member, acting solely in its capacity as a member, is an agent of the limited liability company.(3) If the manager is a board, committee, or other group of persons:(a) Subsection (1)(b) of this section applies to each person included in such board, committee, or other group of persons; and(b) No person acting solely in such person's capacity as a participant in such board, committee, or other group of persons is an agent of the limited liability company.[ 2015 c 188 § 32.]
WA Rev Code § 25.15.157 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.157 - Delegation of rights and powers to manage.

RCW 25.15.157 Delegation of rights and powers to manage.A member or manager of a limited liability company has the power and authority to delegate to one or more other persons the member's or manager's rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers, and employees of a member or manager or the limited liability company, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Such delegation by a member or manager of a limited liability company does not cause the member or manager to cease to be a member or manager of the limited liability company or cause the person to whom any such rights and powers have been delegated to be a member or manager of the limited liability company.[ 2015 c 188 § 33.]
WA Rev Code § 25.15.161 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.161 - Manager—Member's rights and duties.

RCW 25.15.161 Manager—Member's rights and duties.A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of such person's participation in the limited liability company as a member.[ 2015 c 188 § 34.]
WA Rev Code § 25.15.166 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.166 - Voting and classes of managers.

RCW 25.15.166 Voting and classes of managers.(1) In a manager-managed limited liability company:(a) A difference arising as to a matter in the ordinary course of the activities of the limited liability company may be decided by the vote, approval, or consent of a majority of the managers; and(b) No manager consent, approval, or recommendation is required for any act approved by the members as provided in RCW 25.15.121(2), for a conversion approved as provided in RCW 25.15.441, or for a merger approved as provided in RCW 25.15.421.(2) A limited liability company agreement may provide for classes or groups of managers having such relative rights, powers, and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner provided in the limited liability company agreement of additional classes or groups of managers having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of managers. A limited liability company agreement may provide for the taking of an action, including the amendment of the limited liability company agreement, without the vote or approval of any manager or class or group of managers, including an action to create under the provisions of the limited liability company agreement a class or group of limited liability company interests that was not previously outstanding.(3) A limited liability company agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. If the limited liability company agreement so provides, voting by managers may be on a financial interest, class, group, or any other basis.(4) A limited liability company agreement which contains provisions related to voting rights of managers may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.[ 2015 c 188 § 35.]
WA Rev Code § 25.15.171 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.171 - Remedies for breach of limited liability company agreement by manager.

RCW 25.15.171 Remedies for breach of limited liability company agreement by manager.A limited liability company agreement may provide that (1) a manager who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement is subject to specified penalties or specified consequences, and (2) at the time or upon the happening of events specified in the limited liability company agreement, a manager is subject to specified penalties or specified consequences.[ 2015 c 188 § 36.]
WA Rev Code § 25.15.176 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.176 - Resignation of manager.

RCW 25.15.176 Resignation of manager.A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. A limited liability company agreement may provide that a manager does not have the right to resign as a manager of a limited liability company. Notwithstanding that a limited liability company agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates a limited liability company agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the limited liability company agreement and offset the damages against any amount otherwise due to the resigning manager pursuant to the limited liability company agreement.[ 2015 c 188 § 37.]
WA Rev Code § 25.15.181 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.181 - Loss of sole remaining manager.

RCW 25.15.181 Loss of sole remaining manager.In the event of the death, resignation, or removal of the sole remaining manager, or if one of the events described in RCW 25.15.131(1) (e) through (h) occurs with regard to the sole remaining manager, the limited liability company shall become member-managed unless one or more managers are appointed by a majority of the members within ninety days after the occurrence of such an event.[ 2015 c 188 § 38.]
WA Rev Code § 25.15.191 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.191 - Form of contribution.

RCW 25.15.191 Form of contribution.The contribution of a member to a limited liability company may consist of tangible or intangible property or other benefits to the limited liability company, including money, services performed, promissory notes, other agreements to contribute cash or property, or contracts for services to be performed.[ 2015 c 188 § 39.]
WA Rev Code § 25.15.196 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.196 - Liability for contribution.

RCW 25.15.196 Liability for contribution.(1) A member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability, or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value of the contribution that has not been made. This option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the limited liability company agreement or applicable law.(2) The obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after either the certificate of formation, limited liability company agreement or an amendment thereto, or records of the limited liability company reflect the obligation, and before the amendment of any thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return money or other property to the limited liability company. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.(3) A limited liability company agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make is subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of the member's limited liability company interest, forfeiture of the member's limited liability company interest, the lending by other members of the amount necessary to meet the member's commitment, a fixing of the value of the member's limited liability company interest by appraisal or by formula and redemption or sale of the member's limited liability company interest at such value, or other penalty or consequence.[ 2015 c 188 § 40.]
WA Rev Code § 25.15.206 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.206 - Allocation of distributions.

RCW 25.15.206 Allocation of distributions.Distributions of a limited liability company are made to the members, and to classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreement does not so provide, distributions are made in proportion to the agreed value of the contributions made and any contributions required to be made, but not yet made, by each member.[ 2015 c 188 § 41.]
WA Rev Code § 25.15.211 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.211 - Interim distributions.

RCW 25.15.211 Interim distributions.A member does not have a right to any distributions before the dissolution and winding up of the limited liability company unless the limited liability company decides to make an interim distribution.[ 2015 c 188 § 42.]
WA Rev Code § 25.15.216 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.216 - Distribution following dissociation.

RCW 25.15.216 Distribution following dissociation.A member does not have a right to receive a distribution on account of dissociation.[ 2015 c 188 § 43.]
WA Rev Code § 25.15.221 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.221 - Distribution in-kind.

RCW 25.15.221 Distribution in-kind.A member, regardless of the nature of the member's contribution, has no right to receive any distribution from a limited liability company in any form other than money. A limited liability company may distribute an asset in kind to the extent that each member receives a percentage of the asset equal to the member's percentage share of distributions.[ 2015 c 188 § 44.]
WA Rev Code § 25.15.226 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.226 - Right to distribution.

RCW 25.15.226 Right to distribution.Subject to RCW 25.15.231 and 25.15.305, at the time a member becomes entitled to receive a distribution, that member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company with respect to the distribution. A limited liability company agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company. The limited liability company's obligation to make a distribution is subject to offset for any amount due and payable to the limited liability company by the person on whose account the distribution is made.[ 2015 c 188 § 45.]
WA Rev Code § 25.15.236 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.236 - Liability for improper distributions.

RCW 25.15.236 Liability for improper distributions.(1) Except as otherwise provided in subsection (2) of this section, a member of a member-managed limited liability company or manager of a manager-managed limited liability company that consents to a distribution made in violation of RCW 25.15.231 is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of RCW 25.15.231 if it is established that in consenting to the distribution the members or managers failed to comply with the duty of care.(2) To the extent the limited liability company agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability provided in subsection (1) of this section applies to the other members and not the member that the limited liability company agreement relieves of authority and responsibility.(3) A member or transferee that received a distribution knowing that the distribution to that member or transferee was made in violation of RCW 25.15.231 is personally liable to the limited liability company but only to the extent that the distribution received by the member or transferee exceeded the amount that could have been properly paid under RCW 25.15.231.(4) A member or manager against which an action is commenced under subsection (1) of this section may:(a) Implead in the action any other person that is liable under subsection (1) of this section and compel contribution from the person; and(b) Implead in the action any person that received a distribution in violation of subsection (3) of this section and compel contribution from the person in the amount the person received in violation of subsection (3) of this section.(5) An action under this section is barred if it is not commenced within two years after the distribution.[ 2015 c 188 § 47.]
WA Rev Code § 25.15.246 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.246 - Nature of limited liability company interest—Certificate of interest.

RCW 25.15.246 Nature of limited liability company interest—Certificate of interest.(1) The only interest of a member that is transferable is the member's transferable interest. A transferable interest is personal property. A member has no interest in specific limited liability company property.(2) A limited liability company agreement may provide that a transferable interest may be evidenced by a certificate of limited liability company interest issued by the limited liability company and may also provide for the transfer of any transferable interest represented by such a certificate and make other provisions with respect to such certificate.[ 2015 c 188 § 48.]
WA Rev Code § 25.15.251 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.251 - Transfer of transferable interest.

RCW 25.15.251 Transfer of transferable interest.(1) A transfer, in whole or in part, of a transferable interest:(a) Is permissible; and(b) Does not, as against the members or the limited liability company, entitle the transferee to participate in the management of the limited liability company's activities, to require access to information concerning the limited liability company's transactions except as provided in subsection (5) of this section or in RCW 25.15.136(11), or to obtain access to information to which a member is otherwise entitled pursuant to RCW 25.15.136 or the limited liability company's other records.(2) A transfer of a transferable interest entitles the transferee to receive distributions to which the transferor would otherwise be entitled, to the extent transferred.(3) Upon transfer of less than the transferor's entire transferable interest in the limited liability company, the transferor retains the rights, duties, and obligations of the transferor immediately prior to the transfer other than the transferable interest transferred.(4) Except as otherwise provided in (b) of this subsection, a transferee that becomes a member with respect to a transferable interest is liable for the transferor's obligations with respect to the transferable interest. Except to the extent such liabilities are assumed by agreement:(a) Until a transferee of a transferable interest becomes a member with respect to the transferable interest, the transferee has no liability as a member solely as a result of the transfer; and(b) A transferee is not obligated for liabilities associated with a transferable interest that are unknown to the transferee at the time the transferee becomes a member.(5) In a dissolution and winding up, a transferee is entitled to an account of the limited liability company's transactions only from the date of dissolution.(6) For the purposes of this chapter:(a) The pledge of, or granting of a security interest, lien, or other encumbrance in or against, any or all of a transferable interest is not a transfer of the transferable interest, but a foreclosure or execution sale or exercise of similar rights with respect to any or all of transferable interest is a transfer of the transferable interest to the transferee pursuant to such foreclosure or execution sale or exercise of similar rights.(b) Where a transferable interest is held in a trust or estate, or is held by a trustee, personal representative, or other fiduciary, the transfer of the transferable interest, whether to a beneficiary of the trust or estate or otherwise, is a transfer of such transferable interest, but the mere substitution or replacement of the trustee, personal representative, or other fiduciary does not constitute a transfer of such transferable interest.[ 2015 c 188 § 49.]
WA Rev Code § 25.15.256 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.256 - Rights of judgment creditor.

RCW 25.15.256 Rights of judgment creditor.(1) On application to a court of competent jurisdiction by any judgment creditor of a member or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment creditor in respect of the limited liability company and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or that the circumstances of the case may require to give effect to the charging order.(2) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the transferable interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.(3) At any time before foreclosure, a transferable interest charged may be redeemed:(a) By the judgment debtor;(b) With property other than limited liability company property, by one or more of the other members; or(c) With limited liability company property, by the limited liability company with the consent of all members whose interests are not so charged.(4) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest.(5) This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy a judgment out of the judgment debtor's transferable interest.[ 2015 c 188 § 50.]
WA Rev Code § 25.15.265 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.265 - Dissolution.

RCW 25.15.265 Dissolution.A limited liability company is dissolved and its affairs must be wound up upon the first to occur of the following:(1) The dissolution date, if any, specified in the certificate of formation. If a dissolution date is specified in the certificate of formation, the certificate of formation may be amended and the date of dissolution of the limited liability company may be extended by vote of all the members;(2) The happening of events specified in a limited liability company agreement;(3) The written consent of all members;(4) Ninety days following an event of dissociation of the last remaining member, unless those having the rights of transferees in the limited liability company under RCW 25.15.131(1) have, by the ninetieth day, voted to admit one or more members, voting as though they were members, and in the manner set forth in RCW 25.15.121(1);(5) The entry of a decree of judicial dissolution under RCW 25.15.274; or(6) The administrative dissolution of the limited liability company by the secretary of state under RCW 23.95.610, unless the limited liability company is reinstated by the secretary of state under RCW 23.95.615.[ 2015 c 176 § 7113; 2015 c 188 § 51.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.