reglab/housing_qa huggingface dataset:
WA Rev Code § 25.15.269 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.269 - After dissolution under RCW 25.15.265.

RCW 25.15.269 After dissolution under RCW 25.15.265.(1) After dissolution occurs under RCW 25.15.265, the limited liability company may deliver to the secretary of state for filing a certificate of dissolution.(2) A certificate of dissolution filed under subsection (1) of this section must set forth:(a) The name of the limited liability company; and(b) A statement that the limited liability company is dissolved under RCW 25.15.265.[ 2015 c 188 § 52.]
WA Rev Code § 25.15.274 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.274 - Judicial dissolution.

RCW 25.15.274 Judicial dissolution.On application by a member or manager the superior courts may order dissolution of a limited liability company whenever: (1) It is not reasonably practicable to carry on the limited liability company's activities in conformity with the certificate of formation and the limited liability company agreement; or (2) other circumstances render dissolution equitable.[ 2015 c 188 § 53.]
WA Rev Code § 25.15.279 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.279 - Administrative dissolution—Commencement of proceeding.

RCW 25.15.279 Administrative dissolution—Commencement of proceeding.The secretary of state may commence a proceeding to administratively dissolve a limited liability company under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW.[ 2015 c 176 § 7114; 2015 c 188 § 54.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.289 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.289 - Administrative dissolution—Reinstatement.

RCW 25.15.289 Administrative dissolution—Reinstatement.A limited liability company that has been administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615.[ 2015 c 176 § 7115; 2015 c 188 § 56.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.294 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.294 - Voluntary dissolution—Revocation of dissolution—When effective—Effect.

RCW 25.15.294 Voluntary dissolution—Revocation of dissolution—When effective—Effect.(1) A limited liability company dissolved under RCW 25.15.265 (2) or (3) may revoke its dissolution in accordance with this section at any time, except that a limited liability company that has filed a certificate of dissolution may not revoke its dissolution under this section more than one hundred twenty days after the filing of its certificate of dissolution.(2)(a) Except as provided in (b) of this subsection, revocation of dissolution must be approved in the same manner as the dissolution was approved unless that approval permitted revocation in some other manner, in which event the dissolution may be revoked in the manner permitted.(b) If dissolution occurred upon the happening of events specified in the limited liability company agreement, revocation of dissolution must be approved in the manner necessary to amend the provisions of the limited liability company agreement specifying the events of dissolution.(3) A limited liability company that has filed a certificate of dissolution may, at any time after revocation of its dissolution has been approved but not more than one hundred twenty days after the filing of its certificate of dissolution, revoke the dissolution by delivering to the secretary of state for filing a certificate of revocation of dissolution that sets forth:(a) The name of the limited liability company and a statement that the name satisfies the requirements of Article 3 of chapter 23.95 RCW; if the name is not available, the limited liability company must deliver to the secretary of state for filing a certificate of amendment changing its name with the certificate of revocation of dissolution;(b) The effective date of the dissolution that was revoked;(c) The date that the revocation of dissolution was approved; and(d) A statement that the revocation was approved in the manner required by subsection (2) of this section.(4) If a limited liability company has not filed a certificate of dissolution, revocation of dissolution becomes effective upon approval of the revocation as provided in subsection (2) of this section. If a limited liability company has filed a certificate of dissolution, revocation of dissolution becomes effective upon the filing of a certificate of revocation of dissolution. The filing of a certificate of revocation of dissolution automatically revokes any certificate of dissolution previously filed with respect to the limited liability company.(5) Revocation of dissolution relates back to and takes effect as of the effective date of the dissolution and the limited liability company may resume carrying on its activities as if the dissolution had never occurred.[ 2015 c 176 § 7116; 2015 c 188 § 57.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.297 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.297 - Winding up.

RCW 25.15.297 Winding up.(1) A limited liability company continues after dissolution only for the purpose of winding up its activities.(2) In winding up its activities, the limited liability company:(a) May file a certificate of dissolution with the secretary of state to provide notice that the limited liability company is dissolved; preserve the limited liability company's business or property as a going concern for a reasonable time; prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited liability company's property; settle disputes; and perform other necessary acts; and(b) Shall discharge the limited liability company's liabilities, settle and close the limited liability company's activities, and marshal and distribute the assets of the limited liability company.(3) The persons responsible for managing the business and affairs of a limited liability company under RCW 25.15.151 or 25.15.154 are responsible for winding up the activities of a dissolved limited liability company. If a dissolved limited liability company does not have any managers or members, the legal representative of the last person to have been a member may wind up the activities of the dissolved limited liability company, in which event the legal representative is a manager for the purposes of RCW 25.15.038.(4) If the persons responsible for winding up the activities of a dissolved limited liability company under subsection (3) of this section decline or fail to wind up the limited liability company's activities, a person to wind up the dissolved limited liability company's activities may be appointed by the consent of a majority of the transferees. A person appointed under this subsection:(a) Is a manager for the purposes of RCW 25.15.038; and(b) Shall promptly amend the certificate of formation to state:(i) The name of the person who has been appointed to wind up the limited liability company; and(ii) The street and mailing address of the person.(5) The superior court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited liability company's activities, if:(a) On application of a member, the applicant establishes good cause; or(b) On application of a transferee, a limited liability company does not have any managers or members and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3) or (4) of this section.[ 2015 c 188 § 58.]
WA Rev Code § 25.15.301 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.301 - Disposition of known claims—Definition.

RCW 25.15.301 Disposition of known claims—Definition.(1) A dissolved limited liability company that has filed a certificate of dissolution with the secretary of state may dispose of the known claims against it by following the procedure described in subsection (2) of this section.(2) A dissolved limited liability company may notify its known claimants of the dissolution in a record. The notice must:(a) Specify the information required to be included in a known claim;(b) Provide a mailing address to which the known claim must be sent;(c) State the deadline for receipt of the known claim, which may not be fewer than one hundred twenty days after the date the notice is received by the claimant; and(d) State that the known claim will be barred if not received by the deadline.(3) A known claim against a dissolved limited liability company is barred if the requirements of subsection (2) of this section are met and:(a) The known claim is not received by the specified deadline; or(b) In the case of a known claim that is timely received but rejected by the dissolved limited liability company, the claimant does not commence an action to enforce the known claim against the limited liability company within ninety days after the receipt of the notice of rejection.(4) For purposes of this section, "known claim" means any claim or liability that either:(a)(i) Has matured sufficiently, before or after the effective date of the dissolution, to be legally capable of assertion against the dissolved limited liability company, whether or not the amount of the claim or liability is known or determinable; or (ii) is unmatured, conditional, or otherwise contingent but may subsequently arise under any executory contract to which the dissolved limited liability company is a party, other than under an implied or statutory warranty as to any product manufactured, sold, distributed, or handled by the dissolved limited liability company; and(b) As to which the dissolved limited liability company has knowledge of the identity and the mailing address of the holder of the claim or liability and, in the case of a matured and legally assertable claim or liability, actual knowledge of existing facts that either (i) could be asserted to give rise to, or (ii) indicate an intention by the holder to assert, such a matured claim or liability.[ 2015 c 188 § 59.]
WA Rev Code § 25.15.305 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.305 - Distribution of assets.

RCW 25.15.305 Distribution of assets.(1) Upon the winding up of a limited liability company, the assets are distributed as follows:(a) To creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or the making of reasonable provision for payment thereof, other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to members under RCW 25.15.211 or 25.15.226;(b) To members and former members in satisfaction of liabilities for distributions under RCW 25.15.211 or 25.15.226; and(c) To members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions.(2) A limited liability company that has dissolved must pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, known to the limited liability company and all claims and obligations which are known to the limited liability company but for which the identity of the claimant is unknown. A limited liability company shall not be required to make provision to pay claims that are or later become barred under RCW 25.15.301 or 25.15.309 or other applicable law. If there are sufficient assets, such claims and obligations must be paid in full and any such provision for payment made must be made in full. If there are insufficient assets, such claims and obligations must be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets must be distributed as provided in this chapter. Any person winding up a limited liability company's affairs who has complied with this section is not personally liable to the claimants of the dissolved limited liability company by reason of such person's actions in winding up the limited liability company.[ 2015 c 188 § 60.]
WA Rev Code § 25.15.309 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.309 - Remedies available after distribution.

RCW 25.15.309 Remedies available after distribution.(1) A claim against a dissolved limited liability company is barred if the limited liability company has filed a certificate of dissolution under RCW 25.15.269 that has not been revoked under RCW 25.15.294, and an action or other proceeding thereon is not commenced within three years after the filing of the certificate of dissolution.(2) The dissolution of a limited liability company does not take away or impair any remedy available to or, except as provided in subsection (1) of this section or RCW 25.15.301, against that limited liability company, its managers, or its members for any right or claim existing, or any liability incurred at any time, whether prior to or after dissolution. Such an action or proceeding by or against the limited liability company may be prosecuted or defended by the limited liability company in its own name.[ 2015 c 188 § 61.]
WA Rev Code § 25.15.316 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.316 - Law governing.

RCW 25.15.316 Law governing.A foreign limited liability company registered to do business in this state is subject to RCW 23.95.500 relating to the effect of registration and the governing law for registered foreign limited liability companies.[ 2015 c 176 § 7117; 2015 c 188 § 62.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.321 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.321 - Registration required.

RCW 25.15.321 Registration required.Before doing business in this state, a foreign limited liability company must register with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.[ 2015 c 176 § 7118; 2015 c 188 § 63.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.331 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.331 - Name—Registered agent.

RCW 25.15.331 Name—Registered agent.(1) A foreign limited liability company may register with the secretary of state under any name that complies with RCW 23.95.525 and Article 3 of chapter 23.95 RCW.(2) Each foreign limited liability company must continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.(3) A foreign 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.(4) A registered agent of a foreign limited liability company may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440.(5) A registered agent of any foreign limited liability company 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 § 7119; 2015 c 188 § 65.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.336 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.336 - Amendments to application.

RCW 25.15.336 Amendments to application. A registered foreign limited liability company must amend its foreign registration statement under the circumstances provided in RCW 23.95.515.[ 2015 c 176 § 7120; 2015 c 188 § 66.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.341 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.341 - Withdrawal of registration.

RCW 25.15.341 Withdrawal of registration.A foreign limited liability company may withdraw its registration by delivering to the secretary of state for filing a statement of withdrawal in accordance with RCW 23.95.530.[ 2015 c 176 § 7121; 2015 c 188 § 67.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.346 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.346 - Doing business without registration.

RCW 25.15.346 Doing business without registration.A foreign limited liability company doing business in this state without registering with the secretary of state is subject to RCW 23.95.505.[ 2015 c 176 § 7122; 2015 c 188 § 68.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.351 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.351 - Enjoinder from doing business in this state.

RCW 25.15.351 Enjoinder from doing business in this state.A foreign limited liability company may be enjoined from doing business in this state under RCW 23.95.555.[ 2015 c 176 § 7123; 2015 c 188 § 69.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.356 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.356 - Activities not constituting transacting business.

RCW 25.15.356 Activities not constituting transacting business.A nonexhaustive list of activities that do not constitute transacting business in this state is provided in RCW 23.95.520.[ 2015 c 176 § 7124; 2015 c 188 § 70.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.361 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.361 - Service of process on registered foreign limited liability companies.

RCW 25.15.361 Service of process on registered foreign limited liability companies.Service of process, notice, or demand required or permitted by law to be served on the foreign limited liability company may be made in accordance with RCW 23.95.450.[ 2015 c 176 § 7125; 2015 c 188 § 71.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.367 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.367 - Service of process on unregistered foreign limited liability companies.

RCW 25.15.367 Service of process on unregistered foreign limited liability companies.Any foreign limited liability company which does business in this state without having registered under Article 5 of chapter 23.95 RCW has thereby consented to service of legal process in accordance with RCW 23.95.450 in any civil action, suit, or proceeding against it in any state or federal court in this state arising or growing out of any business done by it within this state. The doing of business in this state by such foreign limited liability company is a signification of the agreement of such foreign limited liability company that any such process when so served is of the same legal force and validity as if served upon a registered agent personally within this state.[ 2015 c 176 § 7126; 2015 c 188 § 72.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.371 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.371 - Termination of registration.

RCW 25.15.371 Termination of registration.The secretary of state may terminate the registration of a foreign limited liability company registered in this state under the circumstances and procedures specified in RCW 23.95.550.[ 2015 c 176 § 7127; 2015 c 188 § 73.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.386 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.386 - Right to bring action.

RCW 25.15.386 Right to bring action.A member may bring a derivative action to enforce a right of a limited liability company if:(1) The member first makes a demand on the members in a member-managed limited liability company, or on the managers of a manager-managed limited liability company, requesting that they cause the limited liability company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or(2) A demand would be futile.[ 2015 c 188 § 75.]
WA Rev Code § 25.15.391 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.391 - Proper plaintiff.

RCW 25.15.391 Proper plaintiff.In a derivative action, the plaintiff must be a member at the time of bringing the action and:(1) At the time of the transaction of which the plaintiff complains; or(2) The plaintiff's status as a member had devolved upon the person by operation of law or pursuant to the terms of a limited liability company agreement from a person who was a member at the time of the transaction.[ 2015 c 188 § 76.]
WA Rev Code § 25.15.396 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.396 - Complaint.

RCW 25.15.396 Complaint.In a derivative action, the complaint must set forth with particularity:(1) The date and content of plaintiff's demand and the members' or managers' response to the demand; or(2) Why a demand should be excused as futile.[ 2015 c 188 § 77.]
WA Rev Code § 25.15.401 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.401 - Expenses.

RCW 25.15.401 Expenses.If a derivative action is successful, in whole or in part, as a result of a judgment, compromise, or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, from the recovery of the limited liability company.[ 2015 c 188 § 78.]