reglab/housing_qa huggingface dataset:
WA Rev Code § 25.15.021 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.021 - Registered agent.

RCW 25.15.021 Registered agent.(1) Each limited liability company shall continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.(2) A limited liability company may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430.(3) A registered agent may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440.(4) A registered agent may resign as agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445.[ 2015 c 176 § 7103; 2015 c 188 § 6.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.026 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.026 - Service of process, notice, or demand.

RCW 25.15.026 Service of process, notice, or demand.Service of process, notice, or demand required or permitted by law to be served on the limited liability company may be made in accordance with RCW 23.95.450.[ 2015 c 176 § 7104; 2015 c 188 § 7.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.031 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.031 - Purpose and powers.

RCW 25.15.031 Purpose and powers.(1) A limited liability company may be formed under this chapter for any lawful purpose, regardless of whether for profit.(2) Unless this chapter, its certificate of formation, or its limited liability company agreement provides otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on its activities.[ 2015 c 188 § 8.]
WA Rev Code § 25.15.033 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.033 - Law of this state governs.

RCW 25.15.033 Law of this state governs.The law of this state governs:(1) The internal affairs of a limited liability company; and(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.[ 2015 c 188 § 9.]
WA Rev Code § 25.15.036 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.036 - Business transactions of member or manager with the limited liability company.

RCW 25.15.036 Business transactions of member or manager with the limited liability company.A member or manager may lend money to and transact other business with a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to the loan or other transaction as a person who is not a member or manager.[ 2015 c 188 § 10.]
WA Rev Code § 25.15.041 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.041 - Indemnification.

RCW 25.15.041 Indemnification.(1) A limited liability company may indemnify any member or manager from and against any judgments, settlements, penalties, fines, or expenses incurred in a proceeding or obligate itself to advance or reimburse expenses incurred in a proceeding to which a person is a party because such person is, or was, a member or a manager, provided that no such indemnity shall indemnify a member or a manager from or on account of acts or omissions of the member or manager finally adjudged to be intentional misconduct or a knowing violation of law by the member or manager, or conduct of the member or manager adjudged to be in violation of RCW 25.15.231.(2) A limited liability company may indemnify and advance expenses under subsection (1) of this section to an officer, employee, or agent of the limited liability company who is not a member or manager to the same extent as to a member or manager.(3) For purposes of this section:(a) "Expenses" include counsel fees.(b) "Party" includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.(c) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.[ 2015 c 188 § 12.]
WA Rev Code § 25.15.048 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.048 - Professional limited liability company—Licensing.

RCW 25.15.048 Professional limited liability company—Licensing.(1) No limited liability company formed under this chapter may render professional services except through a person or persons who are duly licensed or otherwise legally authorized to render such professional services within this state. However, this chapter does not:(a) Prohibit a person duly licensed or otherwise legally authorized to render professional services in any jurisdiction other than this state from becoming a member of a professional limited liability company formed in this state for the purpose of rendering the same professional services; or(b) Prohibit a professional limited liability company from rendering services outside this state through individuals who are not duly licensed or otherwise legally authorized to render professional services within this state.(2) Persons engaged in a profession and otherwise meeting the requirements of this chapter may operate under this chapter as a professional limited liability company so long as each member personally engaged in the practice of the profession in this state is duly licensed or otherwise legally authorized to practice the profession in this state and:(a) At least one manager of the limited liability company is duly licensed or otherwise legally authorized to practice the profession in this state; or(b) A member is in charge of each office of the limited liability company in this state and that member is duly licensed or otherwise legally authorized to practice the profession in this state.[ 2015 c 188 § 14.]
WA Rev Code § 25.15.051 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.051 - Foreign professional limited liability company.

RCW 25.15.051 Foreign professional limited liability company.A foreign professional limited liability company may render professional services in this state so long as it complies with Article IX of this chapter and each individual rendering professional services in this state is duly licensed or otherwise legally authorized to render such professional services within this state.[ 2015 c 188 § 15.]
WA Rev Code § 25.15.054 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.054 - Membership residency.

RCW 25.15.054 Membership residency.This chapter does not require a limited liability company to restrict membership to persons residing in or engaging in business in this state.[ 2015 c 188 § 16.]
WA Rev Code § 25.15.061 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.061 - Piercing the veil.

RCW 25.15.061 Piercing the veil.Members of a limited liability company are personally liable for any act, debt, obligation, or liability of the limited liability company to the extent that shareholders of a Washington business corporation would be liable in analogous circumstances. In this regard, the court may consider the factors and policies set forth in established case law with regard to piercing the corporate veil, except that the failure to hold meetings of members or managers or the failure to observe formalities pertaining to the calling or conduct of meetings is not a factor tending to establish that the members have personal liability for any act, debt, obligation, or liability of the limited liability company if the certificate of formation and limited liability company agreement do not expressly require the holding of meetings of members or managers.[ 2015 c 188 § 17.]
WA Rev Code § 25.15.071 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.071 - Formation—Certificate of formation.

RCW 25.15.071 Formation—Certificate of formation.(1) In order to form a limited liability company, one or more persons must execute a certificate of formation. The certificate of formation must be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW and set forth:(a) The name of the limited liability company;(b) The name and address of the registered agent for service of process required to be maintained by RCW 25.15.021 and Article 4 of chapter 23.95 RCW;(c) The address of the principal office of the limited liability company;(d) If the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;(e) Any other matters the members decide to include; and(f) The name and address of each person executing the certificate of formation.(2)(a) Unless a delayed effective date is specified in accordance with RCW 23.95.210, a limited liability company is formed when its certificate of formation is filed by the secretary of state.(b) The secretary of state's filing of the certificate of formation is conclusive proof that the persons executing the certificate satisfied all conditions precedent to the formation.(3) A limited liability company formed under this chapter is a separate legal entity and has a perpetual existence.(4) Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic limited liability company or a certificate of registration for a foreign limited liability company.[ 2015 c 176 § 7106; 2015 c 188 § 18.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.076 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.076 - Amendment to certificate of formation.

RCW 25.15.076 Amendment to certificate of formation.(1) A certificate of formation is amended by delivering a certificate of amendment to the secretary of state for filing. The certificate of amendment shall set forth:(a) The name of the limited liability company; and(b) The amendment to the certificate of formation.(2) A manager or, if there is no manager, then any member who becomes aware that any statement in a certificate of formation was false when made, or that any matter described has changed making the certificate of formation false in any material respect, must promptly amend the certificate of formation.(3) A certificate of formation may be amended at any time for any other proper purpose.(4) Unless a delayed effective date is provided for in the certificate of amendment in accordance with RCW 23.95.210, a certificate of amendment is effective when filed by the secretary of state as provided in RCW 23.95.210.[ 2015 c 176 § 7107; 2015 c 188 § 19.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.081 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.081 - Restated certificate.

RCW 25.15.081 Restated certificate.(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative as a result of there having been filed with the secretary of state one or more certificates or other instruments pursuant to any of the sections referred to in this chapter and it may at the same time also further amend its certificate of formation by delivering a restated certificate of formation to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.(2) A restated certificate of formation must state, either in its heading or in an introductory paragraph, the limited liability company's name and, if it is not to be effective upon filing, the future effective date or time, which must comply with RCW 23.95.210. If a restated certificate only restates and integrates and does not further amend a limited liability company's certificate of formation as amended or supplemented, it must state that fact as well.(3) Upon the filing of a restated certificate of formation by the secretary of state, or upon the future effective date or time of a restated certificate of formation as provided for, the initial certificate of formation, as amended or supplemented, is superseded; and the restated certificate of formation, including any further amendment or changes made thereby, is thereafter the certificate of formation of the limited liability company, but the original effective date of formation remains unchanged.(4) Any amendment or change effected in connection with the restatement of the certificate of formation is subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.[ 2015 c 176 § 7108; 2015 c 188 § 20.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.086 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.086 - Execution.

RCW 25.15.086 Execution.Each record required or permitted by this chapter to be filed in the office of the secretary of state must comply with the requirements of Article 2 of chapter 23.95 RCW and must be executed in the following manner:(1) Each original certificate of formation must be executed by the person or persons forming the limited liability company;(2) A reservation of name may be executed by any person;(3) A transfer of reservation of name must be executed by, or on behalf of, the applicant for the reserved name;(4) A registration of name must be executed by any member or manager of the foreign limited liability company;(5) A certificate of amendment or restatement must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members;(6) A certificate of dissolution must be executed by the person or persons authorized to wind up the limited liability company's affairs pursuant to RCW 25.15.297(3);(7) If a surviving domestic limited liability company is filing articles of merger, the articles of merger must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members, or if the articles of merger are being filed by a surviving foreign limited liability company, limited partnership, corporation, or other person, the articles of merger must be executed by a person authorized by such foreign limited liability company, limited partnership, corporation, or other person;(8) A foreign limited liability company's application for registration as a foreign limited liability company doing business within the state must be executed by any member or manager of the foreign limited liability company; and(9) If a converting limited liability company is filing articles of conversion, the articles of conversion must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members.[ 2015 c 176 § 7109; 2015 c 188 § 21.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.091 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.091 - Execution or amendment by judicial order.

RCW 25.15.091 Execution or amendment by judicial order.(1) If a person required to execute a certificate required by this chapter fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior courts to direct the execution of the certificate under RCW 23.95.245.(2) If a person required to execute a limited liability company agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior courts to direct the execution of the limited liability company agreement or amendment thereof. If the court finds that the limited liability company agreement or amendment thereof should be executed and that any person required to execute the limited liability company agreement or amendment thereof has failed or refused to do so, it shall enter an order granting appropriate relief.[ 2015 c 176 § 7110; 2015 c 188 § 22.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.096 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.096 - Duty of secretary of state to file—Review of refusal to file.

RCW 25.15.096 Duty of secretary of state to file—Review of refusal to file.RCW 23.95.225 governs the secretary of state's duty to file records delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a record.[ 2015 c 176 § 7111; 2015 c 188 § 23.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.106 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.106 - Initial and annual reports.

RCW 25.15.106 Initial and annual reports.Each domestic limited liability company, and each foreign limited liability company authorized to transact business in this state, must deliver to the secretary of state for filing initial and annual reports in accordance with RCW 23.95.255.[ 2015 c 176 § 7112; 2015 c 188 § 24.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.116 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.116 - Admission of members.

RCW 25.15.116 Admission of members.(1) In connection with the admission of the initial member or members of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company upon the later to occur of:(a) The formation of the limited liability company; or(b) The time provided in the limited liability company agreement or, if the limited liability company agreement does not so provide or does not exist, when the person's admission is reflected in the records of the limited liability company.(2) After the admission of the initial member or members of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company:(a) In the case of a person acquiring a limited liability company interest directly from the limited liability company, at the time provided in the limited liability company agreement or, if the limited liability company agreement does not so provide or does not exist, upon the consent of all members and when the person's admission is reflected in the records of the limited liability company;(b) In the case of a transferee of a limited liability company interest, upon compliance with any procedure for admission provided in the limited liability company agreement or, if the limited liability company agreement does not so provide or does not exist, upon the consent of all members and when the person's admission is reflected in the records of the limited liability company agreement; or(c) In the case of a person being admitted as a member of a surviving or resulting limited liability company pursuant to a merger or conversion approved in accordance with this chapter, as provided in the limited liability company agreement of the surviving or resulting limited liability company or in the agreement of merger or plan of merger or conversion, and in the event of any inconsistency, the terms of the agreement of merger or plan of merger or conversion control; and in the case of a person being admitted as a member of a limited liability company pursuant to a merger or conversion in which such limited liability company is not the surviving or resulting limited liability company in the merger or conversion, as provided in the limited liability company agreement of such limited liability company.[ 2015 c 188 § 25.]
WA Rev Code § 25.15.126 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.126 - Liability of members and managers to third parties.

RCW 25.15.126 Liability of members and managers to third parties.(1) Except as otherwise provided by this chapter, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations, and liabilities of the limited liability company; and no member or manager of a limited liability company is obligated personally for any such debt, obligation, or liability of the limited liability company solely by reason of being or acting as a member or manager respectively of the limited liability company.(2) Notwithstanding subsection (1) of this section, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of the limited liability company.(3) A member or manager of a limited liability company is personally liable for such person's own torts.[ 2015 c 188 § 27.]
WA Rev Code § 25.15.141 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.141 - Remedies for breach of limited liability company agreement by member.

RCW 25.15.141 Remedies for breach of limited liability company agreement by member.A limited liability company agreement may provide that (1) a member 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 remedies or specified consequences, and (2) at the time or upon the happening of events specified in the limited liability company agreement, a member is subject to specified remedies or specified consequences. Such specified remedies or specified consequences may include and take the form of any remedy or consequence set forth in RCW 25.15.196(3).[ 2015 c 188 § 30.]
WA Rev Code § 25.15.151 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.151 - Member-managed limited liability companies.

RCW 25.15.151 Member-managed limited liability companies.(1) If the limited liability company is member-managed:(a) Management of the activities of the limited liability company is vested in the members; and(b) 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 members, except as otherwise provided in RCW 25.15.121 or otherwise in this chapter.(2) If the limited liability company is member-managed, each member 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.[ 2015 c 188 § 31.]