reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.411 - Definitions.

RCW 25.15.411
Definitions.
In this article:
(1) "Constituent limited liability company" means a limited liability company that is a party to a merger.
(2) "Constituent organization" means an organization that is party to a merger.
(3) "Converted organization" means the organization into which a converting organization converts under RCW 25.15.436 through 25.15.451.
(4) "Converting limited liability company" means a converting organization that is a limited liability company.
(5) "Converting organization" means an organization that converts into another organization pursuant to RCW 25.15.436.
(6) "Governing statute" of an organization means the statute that governs the organization's internal affairs.
(7) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not formed for profit.
(8) "Organizational documents" means:
(a) For a domestic or foreign general partnership, its partnership agreement;
(b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(c) For a domestic or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable records as provided in its governing statute;
(d) For a business trust, its agreement of trust and declaration of trust;
(e) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and
(f) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(9) "Personal liability" means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(a) By the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or
(b) By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.
(10) "Surviving organization" means an organization into which one or more other organizations are merged.
[ 2015 c 188 § 79.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.416 - Merger—Plan.

RCW 25.15.416
Merger—Plan.
(1) A limited liability company may merge with one or more other constituent organizations pursuant to this section and RCW 25.15.421 through 25.15.431 and a plan of merger, if:
(a) The governing statute of each of the other organizations authorizes the merger;
(b) The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(c) Each of the other organizations complies with its governing statute in effecting the merger.
(2) The plan of merger must be in a record and must set forth:
(a) The name and form of each constituent organization;
(b) The name and form of the surviving organization;
(c) The terms and conditions of the merger, including the manner and basis of converting the interests in each constituent organization into any combination of the interests, shares, obligations, or other securities of the surviving organization or any other organization or into cash or other property in whole or part; and
(d) Any amendments to be made by the merger to the surviving organization's organizational documents.
(3) The plan of merger may set forth other provisions relating to the merger.
[ 2015 c 188 § 80.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.421 - Merger—Plan—Approval.

RCW 25.15.421
Merger—Plan—Approval.
(1) A plan of merger of a constituent limited liability company must be approved, and such approval shall occur when:
(a) The plan is approved by a majority of the members; and
(b) Any written consents required by RCW 25.15.456 have been obtained.
(2) Subject to RCW 25.15.456 and any contractual rights, after a merger is approved, and at any time before a filing is made under RCW 25.15.426, a constituent limited liability company may amend the plan or abandon the planned merger:
(a) As provided in the plan; and
(b) Except as prohibited by the plan, with the same approval as was required to approve the plan.
(3) If a domestic limited partnership is a party to the merger, the plan of merger must be adopted and approved as provided in RCW  25.10.781.
(4) If a domestic corporation is a party to the merger, the plan of merger must be adopted and approved as provided in chapter 23B.11 RCW.
(5) If a domestic partnership is a party to the merger, the plan of merger must be approved as provided in RCW 25.05.375.
[ 2015 c 188 § 81.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.426 - Articles of merger—Filing—Effective date.

RCW 25.15.426
Articles of merger—Filing—Effective date.
(1) After each constituent organization has approved a merger, articles of merger must be executed on behalf of each constituent organization by an authorized representative.
(2) The articles of merger must include:
(a) The name and form of each constituent organization and the jurisdiction of its governing statute;
(b) The name and form of the surviving organization and the jurisdiction of its governing statute;
(c) The date the merger is effective under the governing statute of the surviving organization;
(d) Any amendments provided for in the plan of merger for the organizational document that created the surviving organization;
(e) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(f) If the surviving organization is a foreign organization not registered to transact business in this state, the street and mailing address of the surviving organization's principal office for the purposes of service of process under RCW 23.95.450; and
(g) Any additional information required by the governing statute of any constituent organization.
(3) The surviving organization must deliver the articles of merger for filing in the office of the secretary of state.
(4) The effective time of a merger is:
(a) If the surviving organization is a limited liability company, upon the later of:
(i) Filing of the articles of merger in the office of the secretary of state; or
(ii) Subject to subsection (5) of this section, as specified in the articles of merger; or
(b) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
(5) If the articles of merger do not specify a delayed effective date, the articles of merger become effective upon filing as provided in RCW 23.95.210. The articles of merger may specify a delayed effective time and date in accordance with RCW 23.95.210.
[ 2015 c 176 § 7128; 2015 c 188 § 82.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.431 - Effect of merger.

RCW 25.15.431
Effect of merger.
(1) When a merger becomes effective:
(a) The surviving organization continues;
(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(c) The title to all real estate and other property owned by each constituent organization is vested in the surviving organization without reversion or impairment;
(d) The surviving organization has all liabilities of each constituent organization;
(e) A proceeding pending by or against any constituent organization may be continued as if the merger did not occur or the surviving organization may be substituted in the proceeding for the constituent organization whose existence ceased;
(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(h) The organizational documents of the surviving organization are amended to the extent provided in the articles of merger; and
(i) The former holders of interests of every constituent limited liability company are entitled only to the rights provided in the plan of merger and to their rights under article XII of this chapter.
(2) A merger of a limited liability company, including a limited liability company which is not the surviving organization in the merger, does not require the limited liability company to wind up its affairs under RCW 25.15.297 or pay its liabilities and distribute its assets under RCW 25.15.305.
(3) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not registered to transact business in this state may be served with process pursuant to RCW 23.95.450 for the purposes of enforcing an obligation under this subsection.
[ 2015 c 176 § 7129; 2015 c 188 § 83.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.436 - Conversion.

RCW 25.15.436
Conversion.
(1) An organization other than a limited liability company may convert into a limited liability company, and a limited liability company may convert into an organization pursuant to this section and RCW 25.15.441 through 25.15.451 and a plan of conversion, if:
(a) The other organization's governing statute authorizes the conversion;
(b) The conversion is not prohibited by the law of the jurisdiction that enacted the other organization's governing statute; and
(c) The other organization complies with its governing statute in effecting the conversion.
(2) A plan of conversion must be in a record and must include:
(a) The name and form of the organization before conversion;
(b) The name and form of the organization after conversion;
(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of the interests, shares, obligations, or other securities of the converted organization or any other organization or into cash or other property in whole or part; and
(d) The organizational documents of the converted organization.
[ 2015 c 188 § 84.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.441 - Action on plan of conversion by converting limited liability company.

RCW 25.15.441
Action on plan of conversion by converting limited liability company.
(1) Subject to RCW 25.15.456, a plan of conversion must be approved either by all the members of a converting limited liability company or as provided in a written limited liability company agreement.
(2) Subject to RCW 25.15.456 and any contractual rights, after a conversion is approved, and at any time before a filing is made under RCW 25.15.446, a converting limited liability company may amend the plan or abandon the planned conversion:
(a) As provided in the plan; and
(b) Except as prohibited by the plan, by the same approval as was required to approve the plan.
[ 2022 c 42 § 306; 2015 c 188 § 85.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.446 - Filing required for conversion—Effective date.

RCW 25.15.446
Filing required for conversion—Effective date.
(1) After a plan of conversion is approved, the converting organization must make one of the following filings to complete the conversion:
(a) A converting limited liability company must deliver to the secretary of state for filing articles of conversion, which must include:
(i) A statement that the limited liability company has been converted into another organization;
(ii) The name and form of the converted organization and the jurisdiction of its governing statute;
(iii) The date the conversion is effective under the governing statute of the converted organization;
(iv) A statement that the conversion was approved as required by this chapter;
(v) A statement that the conversion was approved as required by the governing statute of the converted organization; and
(vi) If the converted organization is a foreign organization not registered to transact business in this state, the street and mailing address of the converted organization's principal office for the purposes of service of process under RCW 23.95.450; or
(b) A converting organization that is not a limited liability company must deliver to the secretary of state for filing a certificate of formation, together with articles of conversion, which must include:
(i) A statement that the limited liability company was converted from another organization;
(ii) The name and form of the converting organization and the jurisdiction of its governing statute; and
(iii) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
(2) The effective time of a conversion is either:
(a) If the converted organization is a limited liability company, when the certificate of formation takes effect; or
(b) If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.
(3) If the certificate of formation filed pursuant to this section does not specify a delayed effective date, it becomes effective upon filing as provided in RCW 23.95.210. The certificate of formation may specify a delayed effective time and date in accordance with RCW 23.95.210.
[ 2015 c 176 § 7130; 2015 c 188 § 86.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.451 - Effect of conversion.

RCW 25.15.451
Effect of conversion.
(1) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
(2) When a conversion takes effect:
(a) The title to all real estate and other property owned by the converting organization remains vested in the converted organization without reversion or impairment;
(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(f) Except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of article VIII of this chapter.
(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited liability company, if before the conversion the converting limited liability company was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not registered to transact business in this state may be served with process in accordance with RCW 23.95.450 for purposes of enforcing an obligation under this subsection.
[ 2015 c 176 § 7131; 2015 c 188 § 87.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.456 - Restrictions on approval of conversions.

RCW 25.15.456
Restrictions on approval of conversions.
If a member of a converting limited liability company or constituent limited liability company will have personal liability with respect to a converted organization or surviving organization, then, in addition to the applicable approval requirements in RCW 25.15.441(1) or 25.15.421(1)(a), approval of a plan of conversion or plan of merger must also require the execution, by each such member, of a separate written consent to become subject to such personal liability.
[ 2015 c 188 § 88.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.466 - Definitions.

RCW 25.15.466
Definitions.
In this article:
(1) "Dissenter" means a member who is entitled to dissent from a plan of merger and who exercises that right when and in the manner required by this article.
(2) "Fair value," with respect to a dissenter's limited liability company interest, means the value of the member's limited liability company interest immediately before the effectuation of the merger to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the merger unless exclusion would be inequitable.
(3) "Interest" means interest from the effective date of the merger until the date of payment, at the average rate currently paid by the limited liability company on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
(4) "Limited liability company" means the limited liability company in which the dissenter holds or held a membership interest, or the surviving organization by merger, whether foreign or domestic, of that limited liability company.
[ 2015 c 188 § 89.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.471 - Member—Dissent—Payment of fair value.

RCW 25.15.471
Member—Dissent—Payment of fair value.
(1) Except as provided in RCW 25.15.481 or 25.15.491(2), or in a written limited liability company agreement, a member of a limited liability company is entitled to dissent from, and obtain payment of, the fair value of the member's interest in a limited liability company in the event of consummation of a plan of merger to which the limited liability company is a party as permitted by RCW 25.15.416.
(2) A member entitled to dissent and obtain payment for the member's interest in a limited liability company under this article may not challenge the merger creating the member's entitlement unless the merger fails to comply with the procedural requirements imposed by this chapter, Title 23B RCW, chapter 25.05 RCW, chapter 25.10 RCW, or the limited liability company agreement, or is fraudulent with respect to the member or the limited liability company.
(3) The right of a dissenting member in a limited liability company to obtain payment of the fair value of the member's interest in the limited liability company terminates upon the occurrence of any one of the following events:
(a) The proposed merger is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets aside the merger; or
(c) The member's demand for payment is withdrawn with the written consent of the limited liability company.
[ 2015 c 188 § 90.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.476 - Dissenters' rights—Notice—Timing.

RCW 25.15.476
Dissenters' rights—Notice—Timing.
(1) Not less than ten days prior to the approval of a plan of merger, the limited liability company must send a written notice to all members who are entitled to vote on or approve the plan of merger that they may be entitled to assert dissenters' rights under this article. Such notice shall be accompanied by a copy of this article.
(2) The limited liability company must notify in writing all members not entitled to vote on or approve the plan of merger that the plan of merger was approved, and send them the dissenters' notice as required by RCW 25.15.486.
[ 2015 c 188 § 91.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.481 - Member—Dissent—Voting restriction.

RCW 25.15.481
Member—Dissent—Voting restriction.
A member of a limited liability company who is entitled to vote on or approve the plan of merger and who wishes to assert dissenters' rights must not vote in favor of or approve the plan of merger. A member who does not satisfy the requirements of this section is not entitled to payment for the member's interest in the limited liability company under this article.
[ 2015 c 188 § 92.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.486 - Members—Dissenters' notice—Requirement.

RCW 25.15.486
Members—Dissenters' notice—Requirement.
(1) If the plan of merger is approved, the limited liability company shall deliver a written dissenters' notice to all members who satisfied the requirements of RCW 25.15.481.
(2) The dissenters' notice required by RCW 25.15.476(2) or by subsection (1) of this section must be sent within ten days after the approval of the plan of merger, and must:
(a) State where the payment demand must be sent;
(b) Inform members as to the extent transfer of the member's interest in the limited liability company will be restricted as permitted by RCW 25.15.496 after the payment demand is received;
(c) Supply a form for demanding payment;
(d) Set a date by which the limited liability company must receive the payment demand, which date may not be fewer than thirty nor more than sixty days after the date the notice under this section is delivered; and
(e) Be accompanied by a copy of this article.
[ 2015 c 188 § 93.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.491 - Member—Payment demand—Entitlement.

RCW 25.15.491
Member—Payment demand—Entitlement.
(1) A member of a limited liability company who demands payment retains all other rights of a member of such limited liability company until the proposed merger becomes effective.
(2) A member of a limited liability company sent a dissenters' notice who does not demand payment by the date set in the dissenters' notice is not entitled to payment for the member's interest in the limited liability company under this article.
[ 2015 c 188 § 94.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.496 - Members' interests—Transfer restriction.

RCW 25.15.496
Members' interests—Transfer restriction.
The limited liability company may restrict the transfer of members' interests in the limited liability company from the date the demand for their payment is received until the proposed merger becomes effective or the restriction is released under this article.
[ 2015 c 188 § 95.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.501 - Payment of fair value—Requirements for compliance.

RCW 25.15.501
Payment of fair value—Requirements for compliance.
(1) Within thirty days of the later of the date the proposed merger becomes effective, or the payment demand is received, the limited liability company must pay each dissenter who complied with RCW 25.15.491 the amount the limited liability company estimates to be the fair value of the dissenting member's interest in the limited liability company, plus accrued interest.
(2) The payment must be accompanied by:
(a) Copies of the financial statements for the limited liability company for its most recent fiscal year maintained as required by RCW 25.15.136;
(b) An explanation of how the limited liability company estimated the fair value of the member's interest in the limited liability company;
(c) An explanation of how the accrued interest was calculated;
(d) A statement of the dissenter's right to demand payment; and
(e) A copy of this article.
[ 2015 c 188 § 96.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.506 - Merger—Not effective within sixty days—Transfer restrictions.

RCW 25.15.506
Merger—Not effective within sixty days—Transfer restrictions.
(1) If the proposed merger does not become effective within sixty days after the date set for demanding payment, the limited liability company must release any transfer restrictions imposed as permitted by RCW 25.15.496.
(2) If, after releasing transfer restrictions, the proposed merger becomes effective, the limited liability company must send a new dissenters' notice as provided in RCW 25.15.476(2) and 25.15.486 and repeat the payment demand procedure.
[ 2015 c 188 § 97.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.511 - Dissenter's estimate of fair value—Notice.

RCW 25.15.511
Dissenter's estimate of fair value—Notice.
(1) A dissenter may notify the limited liability company in writing of the dissenter's own estimate of the fair value of the dissenter's interest in the limited liability company, and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RCW 25.15.501, if:
(a) The dissenter believes that the amount paid is less than the fair value of the dissenter's interest in the limited liability company, or that the interest due is incorrectly calculated;
(b) The limited liability company fails to make payment within sixty days after the date set for demanding payment; or
(c) The limited liability company, having failed to effectuate the proposed merger, does not release the transfer restrictions imposed on members' interests as permitted by RCW 25.15.496 within sixty days after the date set for demanding payment.
(2) A dissenter waives the right to demand payment under this section unless the dissenter notifies the limited liability company of the dissenter's demand in writing under subsection (1) of this section within thirty days after the limited liability company made payment for the dissenter's interest in the limited liability company.
[ 2015 c 188 § 98.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.516 - Unsettled demand for payment—Proceeding—Parties—Appraisers.

RCW 25.15.516
Unsettled demand for payment—Proceeding—Parties—Appraisers.
(1) If a demand for payment under RCW 25.15.491 remains unsettled, the limited liability company must commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the dissenting member's interest in the limited liability company, and accrued interest. If the limited liability company does not commence the proceeding within the sixty-day period, it must pay each dissenter whose demand remains unsettled the amount demanded.
(2) The limited liability company must commence the proceeding in the superior court of the county where the limited liability company's principal office or, if none in this state, its registered office is located.
(3) The limited liability company must make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their membership interests in the limited liability company and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(4) The limited liability company may join as a party to the proceeding any member who claims to be a dissenter but who has not, in the opinion of the limited liability company, complied with the provisions of this article. If the court determines that such member has not complied with the provisions of this article, the member must be dismissed as a party.
(5) The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decisions on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(6) Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of the dissenter's membership interest in the limited liability company, plus interest, exceeds the amount paid by the limited liability company.
[ 2015 c 188 § 99.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.521 - Unsettled demand for payment—Costs—Fees and expenses of counsel.

RCW 25.15.521
Unsettled demand for payment—Costs—Fees and expenses of counsel.
(1) The court in a proceeding commenced under RCW 25.15.516 must determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court must assess the costs against the limited liability company, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment.
(2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(a) Against the limited liability company and in favor of any or all dissenters if the court finds the limited liability company did not substantially comply with the requirements of this article; or
(b) Against either the limited liability company or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.
(3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the limited liability company, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
[ 2015 c 188 § 100.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.801 - Construction and application of chapter and limited liability company agreement.

RCW 25.15.801
Construction and application of chapter and limited liability company agreement.
(1) The rule that statutes in derogation of the common law are to be strictly construed has no application to this chapter.
(2) It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.
(3) Unless the context otherwise requires, as used in this chapter, the singular includes the plural and the plural may refer to only the singular.
[ 2015 c 188 § 101.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.806 - Applicable fees, charges, and penalties.

RCW 25.15.806
Applicable fees, charges, and penalties.
Limited liability companies are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120.
[ 2015 c 176 § 7132; 2015 c 188 § 102.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.811 - Authority to adopt rules.

RCW 25.15.811
Authority to adopt rules.
The secretary of state has the power and authority reasonably necessary for the efficient and effective administration of this chapter, including the adoption of rules under chapter 34.05 RCW.
[ 2015 c 188 § 103.]
2023 Revised Code of Washington › Title 26 - Domestic Relations › RCW Dispositions › 26.04 MARRIAGE

Sections
26.04.030
Prohibited marriages — Criminality, insanity, disease.
[1973 1st ex.s. c 154 § 27; 1959 c 149 § 1; 1909 ex.s. c 16 § 1; 1909 c 174 § 1; RRS § 8439.]
Repealed by 1979 ex.s. c 128 § 4.
26.04.040 Solemnization prohibited, when.
[1973 1st ex.s. c 154 § 28; 1959 c 149 § 2; 1909 ex.s. c 16 § 2; 1909 c 174 § 2; RRS § 8440.]
Repealed by 1979 ex.s. c 128 § 4.
26.04.230 Penalty for violation of marriage requirements.
[1992 c 7 § 30; 1909 ex.s. c 16 § 4; 1909 c 174 § 4; Code 1881 § 2394; 1866 p 84 § 16; RRS § 8452.]
Repealed by 2003 c 53 § 421, effective July 1, 2004.
2023 Revised Code of Washington › Title 26 - Domestic Relations › RCW Dispositions › 26.09 DISSOLUTION OF MARRIAGE — LEGAL SEPARATION

Sections
26.09.130 Support or maintenance payments — Order to make assignment of periodic earnings or trust income — Duty of payor to withhold and transmit.
[1973 1st ex.s. c 157 § 13.]
Repealed by 1987 c 435 § 36, effective January 1, 1988.
26.09.173 Modification of child support order — Child support order summary report.
[2007 c 313 § 2; 1990 1st ex.s. c 2 § 23.]
Repealed by 2011 c 21 § 3.
26.09.180 Child custody proceeding — Commencement — Notice — Intervention.
[1984 c 263 § 27; 1973 1st ex.s. c 157 § 18.]
Repealed by 1987 c 460 § 61, effective January 1, 1988.
26.09.190 Child custody — Relevant factors in awarding custody.
[1973 1st ex.s. c 157 § 19.]
Repealed by 1987 c 460 § 61, effective January 1, 1988.
26.09.200 Child custody — Temporary custody order — Vacation of order.
[1973 1st ex.s. c 157 § 20.]
Repealed by 1987 c 460 § 61, effective January 1, 1988.
26.09.230 Child custody — Priority status of proceedings — Hearing — Record — Expenses of witnesses.
[1973 1st ex.s. c 157 § 23.]
Repealed by 1987 c 460 § 61, effective January 1, 1988.
26.09.240 Visitation rights-Person other than parent-Grandparents' visitation rights.
[1996 c 177 § 1; 1989 c 375 § 13; 1987 c 460 § 18; 1977 ex.s. c 271 § 1; 1973 1st ex.s. c 157 § 24.]
Repealed by 2018 c 183 § 8.
26.09.250 Child custody — Powers and duties of custodian — Supervision by appropriate agency when necessary.
[1973 1st ex.s. c 157 § 25.]
Repealed by 1987 c 460 § 61, effective January 1, 1988.
26.09.400 Children taken into custody or receiving certain services not to be delivered to parents who have not been awarded custody — Exception.
[1977 ex.s. c 291 § 54.]
Repealed by 1979 c 155 § 86.
26.09.905 Construction of chapter with uniform child custody jurisdiction act (chapter 26.27 RCW).
Cross-reference section, decodified September 2001.
26.09.913 Severability-1987 c 460.
[1987 c 460 § 60.]
Decodified by the code reviser, July 2016.
26.09.914 Severability-1989 c 375.
[1989 c 375 § 33.]
Decodified by the code reviser, July 2016.
2023 Revised Code of Washington › Title 26 - Domestic Relations › RCW Dispositions › 26.12 FAMILY COURT

Sections
26.12.090 Jurisdiction of family court.
[1983 c 219 § 2; 1949 c 50 § 9; Rem. Supp. 1949 § 997-38.]
Repealed by 1991 c 367 § 49, effective September 1, 1991.
26.12.100 Petition invoking jurisdiction or for transfer of action to family court.
[1983 c 219 § 3; 1949 c 50 § 10; Rem. Supp. 1949 § 997-39.]
Repealed by 1991 c 367 § 49, effective September 1, 1991.
26.12.110 Form of petition generally.
[1949 c 50 § 11; Rem. Supp. 1949 § 997-40.]
Repealed by 1991 c 367 § 49, effective September 1, 1991.
26.12.120 Allegations of petition.
[1983 c 219 § 4; 1949 c 50 § 12; Rem. Supp. 1949 § 997-41.]
Repealed by 1991 c 367 § 49, effective September 1, 1991.
26.12.130 Forms to be provided — Assistance in preparing.
[1949 c 50 § 13; Rem. Supp. 1949 § 997-42.]
Repealed by 1991 c 367 § 49, effective September 1, 1991.
26.12.140 Fees for filing not to be charged — Assessment of costs permitted.
[1980 c 124 § 2; 1971 ex.s. c 151 § 1; 1949 c 50 § 14; Rem. Supp. 1949 § 997-43.]
Repealed by 1991 c 367 § 49, effective September 1, 1991.
26.12.150 Hearing — Time and place of — Notice — Citations.
[1949 c 50 § 15; Rem. Supp. 1949 § 997-44.]
Repealed by 1991 c 367 § 49, effective September 1, 1991.
26.12.180 Orders.
[1983 c 219 § 6; 1949 c 50 § 18; Rem. Supp. 1949 § 997-47.]
Repealed by 1991 c 367 § 49, effective September 1, 1991.
26.12.200 Transfer of certain actions when minor child involved.
[1983 c 219 § 8; 1949 c 50 § 20; Rem. Supp. 1949 § 997-49.]
Repealed by 1991 c 367 § 49, effective September 1, 1991.
26.12.210 Procedure in actions when no child is involved — Family court may accept case, when.
[1983 c 219 § 9; 1949 c 50 § 21; Rem. Supp. 1949 § 997-50.]
Repealed by 1991 c 367 § 49, effective September 1, 1991.
26.12.250 Therapeutic courts.
[2005 c 504 § 503.]
Repealed by 2015 c 291 § 11.
2023 Revised Code of Washington › Title 26 - Domestic Relations › RCW Dispositions › 26.16 HUSBAND AND WIFE — RIGHTS AND LIABILITIES — COMMUNITY PROPERTY

Sections
26.16.130 Separate earnings of wife — Right to sue and defend.
[Code 1881 § 2404; RRS § 6895.]
Repealed by 1972 ex.s. c 108 § 8.
26.16.170 Contracts or liabilities of wife.
[Code 1881 § 2406; RRS § 6902.]
Repealed by 1973 1st ex.s. c 154 § 121.
2023 Revised Code of Washington › Title 26 - Domestic Relations › RCW Dispositions › 26.18 CHILD SUPPORT ENFORCEMENT

Sections
26.18.060 Mandatory wage assignment — Statement in court order or decree — Notice.
[1984 c 260 § 6.]
Repealed by 1987 c 435 § 36, effective January 1, 1988.
26.18.100 Wage assignment order-Form.
[2016 c 202 § 24; 2008 c 6 § 1033; 1998 c 77 § 1. Prior: 1997 c 296 § 10; 1997 c 58 § 889; 1994 c 230 § 4; 1993 c 426 § 8; 1991 c 367 § 20; 1989 c 416 § 10; 1987 c 435 § 20; 1984 c 260 § 10.]
Repealed by 2021 c 35 § 8.
26.18.900 Severability-1984 c 260.
[1984 c 260 § 43.]
Decodified by the code reviser, July 2016.
2023 Revised Code of Washington › Title 26 - Domestic Relations › RCW Dispositions › 26.19 CHILD SUPPORT SCHEDULE

Sections
26.19.010 Definitions.
[1988 c 275 § 2.]
Repealed by 1991 sp.s. c 28 § 8, effective September 1, 1991.
26.19.026 Joint legislative audit and review committee review and analysis — Report.
[2007 c 313 § 6.]
Expired July 1, 2011.
26.19.027 Work group review and recommendations.
[2007 c 313 § 7.]
Expired June 30, 2009.
26.19.030 Child support schedule commission — Membership — Travel expenses — Staff services — Expiration.
[1989 c 360 § 41; 1988 c 275 § 4; 1987 c 440 § 1.]
Repealed by 1990 1st ex.s. c 2 § 29, effective July 1, 1990.
26.19.040 Economic table.
[1990 1st ex.s. c 2 § 20; 1988 c 275 § 5; 1987 c 440 § 2.]
Repealed by 1991 sp.s. c 28 § 8, effective September 1, 1991.
26.19.060 Publication of schedule.
[1988 c 275 § 7.]
Repealed by 1991 sp.s. c 28 § 8, effective September 1, 1991.
26.19.070 Child support determination according to this chapter.
[1990 1st ex.s. c 2 § 6.]
Repealed by 1991 sp.s. c 28 § 8, effective September 1, 1991.
26.19.110 Combined monthly incomes higher than amount on table.
[1990 1st ex.s. c 2 § 12.]
Repealed by 1991 sp.s. c 28 § 8, effective September 1, 1991.
2023 Revised Code of Washington › Title 26 - Domestic Relations › RCW Dispositions › 26.20 FAMILY ABANDONMENT OR NONSUPPORT

Sections
26.20.010 Liability for family support.
[Code 1881 § 2407; RRS § 6906.]
Now codified as RCW 26.16.205.
26.20.020 Custody of children.
[Code 1881 § 2399; 1879 p 151 § 2; RRS § 6907.]
Now codified as RCW 26.16.125.
26.20.040 Jurisdiction of justices of the peace.
[1943 c 158 § 2; Rem. Supp. 1943 § 6908-1.]
Repealed by 1987 c 202 § 251.
26.20.050 Alternative remedies to enforce support — Procedure on failure to comply with order.
[1973 1st ex.s. c 154 § 35; 1927 c 297 § 1; 1913 c 28 § 2; RRS § 6909. Prior: 1907 c 103 § 1, part. Formerly RCW 26.20.050 and 26.20.060, part.]
Repealed by 1984 c 260 § 44.
26.20.060 Procedure on failure to comply with order.
[(i) 1927 c 297 § 1, part; 1913 c 28 § 2, part; RRS § 6909. Prior: 1907 c 103 § 1, part. Now codified as RCW 26.20.050. (ii) 1907 c 103 § 2; RRS § 6911.]
Repealed by 1909 c 249 § 52.
26.20.070 Evidence.
[1907 c 103 § 3; RRS § 6912.]
Repealed by 1909 c 249 § 52.
26.20.090 Proof of wilfulness.
[1913 c 28 § 3, part; RRS § 6910, part.]
Now codified in RCW 26.20.080.
2023 Revised Code of Washington › Title 26 - Domestic Relations › RCW Dispositions › 26.21A UNIFORM INTERSTATE FAMILY SUPPORT ACT

Sections
26.21A.105 Procedure when exercising jurisdiction over nonresident.
[2002 c 198 § 202.]
Repealed by 2015 c 214 § 59, effective July 1, 2015.
26.21A.145 Continuing, exclusive jurisdiction over nonresident party.
[2002 c 198 § 210.]
Repealed by 2015 c 214 § 59, effective July 1, 2015.
26.21A.600 Proceeding to determine parentage.
[2002 c 198 § 701.]
Repealed by 2015 c 214 § 59, effective July 1, 2015.
26.21A.910 Severability-2002 c 198.
[2002 c 198 § 904.]
Decodified by the code reviser, July 2016.