reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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;
(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; or
(d) In the case of a transferee acquiring all of the transferor's limited liability company interest from a transferor that is the only member of the limited liability company, upon the effectiveness of the transfer.
(3) A person may be admitted as a member of a limited liability company without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
[ 2022 c 42 § 303; 2015 c 188 § 25.]
2023 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.]
2023 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.]
2023 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.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.154 - Manager-managed limited liability companies.

RCW 25.15.154
Manager-managed limited liability companies.
(1) If the limited liability company is manager-managed:
(a) Management of the activities of the limited liability company is vested in one or more managers; and
(b) Each manager of the limited liability company:
(i) Is designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members;
(ii) Need not be a member of the limited liability company or a natural person; and
(iii) Unless the manager has been earlier removed or has earlier resigned, holds office until a successor has been elected.
(2) If the limited liability company is manager-managed:
(a) Each manager is an agent of the limited liability company and has the authority to bind the limited liability company with regard to matters in the ordinary course of its activities; and
(b) No member, acting solely in its capacity as a member, is an agent of the limited liability company.
(3) If the manager is a board, committee, or other group of persons:
(a) Subsection (1)(b) of this section applies to each person included in such board, committee, or other group of persons; and
(b) No person acting solely in such person's capacity as a participant in such board, committee, or other group of persons is an agent of the limited liability company.
[ 2015 c 188 § 32.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.157 - Delegation of rights and powers to manage.

RCW 25.15.157
Delegation of rights and powers to manage.
A member or manager of a limited liability company has the power and authority to delegate to one or more other persons the member's or manager's rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers, and employees of a member or manager or the limited liability company, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Such delegation by a member or manager of a limited liability company does not cause the member or manager to cease to be a member or manager of the limited liability company or cause the person to whom any such rights and powers have been delegated to be a member or manager of the limited liability company.
[ 2015 c 188 § 33.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.161 - Manager—Member's rights and duties.

RCW 25.15.161
Manager—Member's rights and duties.
A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of such person's participation in the limited liability company as a member.
[ 2015 c 188 § 34.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.166 - Voting and classes of managers.

RCW 25.15.166
Voting and classes of managers.
(1) In a manager-managed limited liability company:
(a) A difference arising as to a matter in the ordinary course of the activities of the limited liability company may be decided by the vote, approval, or consent of a majority of the managers; and
(b) No manager consent, approval, or recommendation is required for any act approved by the members as provided in RCW 25.15.121(2), for a conversion approved as provided in RCW 25.15.441, or for a merger approved as provided in RCW 25.15.421.
(2) A limited liability company agreement may provide for classes or groups of managers having such relative rights, powers, and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner provided in the limited liability company agreement of additional classes or groups of managers having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of managers. A limited liability company agreement may provide for the taking of an action, including the amendment of the limited liability company agreement, without the vote or approval of any manager or class or group of managers, including an action to create under the provisions of the limited liability company agreement a class or group of limited liability company interests that was not previously outstanding.
(3) A limited liability company agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. If the limited liability company agreement so provides, voting by managers may be on a financial interest, class, group, or any other basis.
(4) A limited liability company agreement which contains provisions related to voting rights of managers may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
[ 2015 c 188 § 35.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.171 - Remedies for breach of limited liability company agreement by manager.

RCW 25.15.171
Remedies for breach of limited liability company agreement by manager.
A limited liability company agreement may provide that (1) a manager who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement is subject to specified penalties or specified consequences, and (2) at the time or upon the happening of events specified in the limited liability company agreement, a manager is subject to specified penalties or specified consequences.
[ 2015 c 188 § 36.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.176 - Resignation of manager.

RCW 25.15.176
Resignation of manager.
A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. A limited liability company agreement may provide that a manager does not have the right to resign as a manager of a limited liability company. Notwithstanding that a limited liability company agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates a limited liability company agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the limited liability company agreement and offset the damages against any amount otherwise due to the resigning manager pursuant to the limited liability company agreement.
[ 2015 c 188 § 37.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.181 - Loss of sole remaining manager.

RCW 25.15.181
Loss of sole remaining manager.
In the event of the death, resignation, or removal of the sole remaining manager, or if one of the events described in RCW 25.15.131(1) (e) through (h) occurs with regard to the sole remaining manager, the limited liability company shall become member-managed unless one or more managers are appointed by a majority of the members within ninety days after the occurrence of such an event.
[ 2015 c 188 § 38.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.191 - Form of contribution.

RCW 25.15.191
Form of contribution.
The contribution of a member to a limited liability company may consist of tangible or intangible property or other benefits to the limited liability company, including money, services performed, promissory notes, other agreements to contribute cash or property, or contracts for services to be performed.
[ 2015 c 188 § 39.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.196 - Liability for contribution.

RCW 25.15.196
Liability for contribution.
(1) A member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability, or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value of the contribution that has not been made. This option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the limited liability company agreement or applicable law.
(2) The obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after either the certificate of formation, limited liability company agreement or an amendment thereto, or records of the limited liability company reflect the obligation, and before the amendment of any thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return money or other property to the limited liability company. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.
(3) A limited liability company agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make is subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of the member's limited liability company interest, forfeiture of the member's limited liability company interest, the lending by other members of the amount necessary to meet the member's commitment, a fixing of the value of the member's limited liability company interest by appraisal or by formula and redemption or sale of the member's limited liability company interest at such value, or other penalty or consequence.
[ 2015 c 188 § 40.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.206 - Allocation of distributions.

RCW 25.15.206
Allocation of distributions.
Distributions of a limited liability company are made to the members, and to classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreement does not so provide, distributions are made in proportion to the agreed value of the contributions made and any contributions required to be made, but not yet made, by each member.
[ 2015 c 188 § 41.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.211 - Interim distributions.

RCW 25.15.211
Interim distributions.
A member does not have a right to any distributions before the dissolution and winding up of the limited liability company unless the limited liability company decides to make an interim distribution.
[ 2015 c 188 § 42.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.221 - Distribution in-kind.

RCW 25.15.221
Distribution in-kind.
A member, regardless of the nature of the member's contribution, has no right to receive any distribution from a limited liability company in any form other than money. A limited liability company may distribute an asset in kind to the extent that each member receives a percentage of the asset equal to the member's percentage share of distributions.
[ 2015 c 188 § 44.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.226 - Right to distribution.

RCW 25.15.226
Right to distribution.
Subject to RCW 25.15.231 and 25.15.305, at the time a member becomes entitled to receive a distribution, that member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company with respect to the distribution. A limited liability company agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company. The limited liability company's obligation to make a distribution is subject to offset for any amount due and payable to the limited liability company by the person on whose account the distribution is made.
[ 2015 c 188 § 45.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.236 - Liability for improper distributions.

RCW 25.15.236
Liability for improper distributions.
(1) Except as otherwise provided in subsection (2) of this section, a member of a member-managed limited liability company or manager of a manager-managed limited liability company that consents to a distribution made in violation of RCW 25.15.231 is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of RCW 25.15.231 if it is established that in consenting to the distribution the members or managers failed to comply with the duty of care.
(2) To the extent the limited liability company agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability provided in subsection (1) of this section applies to the other members and not the member that the limited liability company agreement relieves of authority and responsibility.
(3) A member or transferee that received a distribution knowing that the distribution to that member or transferee was made in violation of RCW 25.15.231 is personally liable to the limited liability company but only to the extent that the distribution received by the member or transferee exceeded the amount that could have been properly paid under RCW 25.15.231.
(4) A member or manager against which an action is commenced under subsection (1) of this section may:
(a) Implead in the action any other person that is liable under subsection (1) of this section and compel contribution from the person; and
(b) Implead in the action any person that received a distribution in violation of subsection (3) of this section and compel contribution from the person in the amount the person received in violation of subsection (3) of this section.
(5) An action under this section is barred if it is not commenced within two years after the distribution.
[ 2015 c 188 § 47.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.246 - Nature of limited liability company interest—Certificate of interest.

RCW 25.15.246
Nature of limited liability company interest—Certificate of interest.
(1) The only interest of a member that is transferable is the member's transferable interest. A transferable interest is personal property. A member has no interest in specific limited liability company property.
(2) A limited liability company agreement may provide that a transferable interest may be evidenced by a certificate of limited liability company interest issued by the limited liability company and may also provide for the transfer of any transferable interest represented by such a certificate and make other provisions with respect to such certificate.
[ 2015 c 188 § 48.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.251 - Transfer of transferable interest.

RCW 25.15.251
Transfer of transferable interest.
(1) A transfer, in whole or in part, of a transferable interest:
(a) Is permissible; and
(b) Does not, as against the members or the limited liability company, entitle the transferee to participate in the management of the limited liability company's activities, to require access to information concerning the limited liability company's transactions except as provided in subsection (5) of this section or in RCW 25.15.136(11), or to obtain access to information to which a member is otherwise entitled pursuant to RCW 25.15.136 or the limited liability company's other records.
(2) A transfer of a transferable interest entitles the transferee to receive distributions to which the transferor would otherwise be entitled, to the extent transferred.
(3) Upon transfer of less than the transferor's entire transferable interest in the limited liability company, the transferor retains the rights, duties, and obligations of the transferor immediately prior to the transfer other than the transferable interest transferred.
(4) Except as otherwise provided in (b) of this subsection, a transferee that becomes a member with respect to a transferable interest is liable for the transferor's obligations with respect to the transferable interest. Except to the extent such liabilities are assumed by agreement:
(a) Until a transferee of a transferable interest becomes a member with respect to the transferable interest, the transferee has no liability as a member solely as a result of the transfer; and
(b) A transferee is not obligated for liabilities associated with a transferable interest that are unknown to the transferee at the time the transferee becomes a member.
(5) In a dissolution and winding up, a transferee is entitled to an account of the limited liability company's transactions only from the date of dissolution.
(6) For the purposes of this chapter:
(a) The pledge of, or granting of a security interest, lien, or other encumbrance in or against, any or all of a transferable interest is not a transfer of the transferable interest, but a foreclosure or execution sale or exercise of similar rights with respect to any or all of transferable interest is a transfer of the transferable interest to the transferee pursuant to such foreclosure or execution sale or exercise of similar rights.
(b) Where a transferable interest is held in a trust or estate, or is held by a trustee, personal representative, or other fiduciary, the transfer of the transferable interest, whether to a beneficiary of the trust or estate or otherwise, is a transfer of such transferable interest, but the mere substitution or replacement of the trustee, personal representative, or other fiduciary does not constitute a transfer of such transferable interest.
[ 2015 c 188 § 49.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.256 - Rights of judgment creditor.

RCW 25.15.256
Rights of judgment creditor.
(1) On application to a court of competent jurisdiction by any judgment creditor of a member or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment creditor in respect of the limited liability company and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or that the circumstances of the case may require to give effect to the charging order.
(2) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the transferable interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(3) At any time before foreclosure, a transferable interest charged may be redeemed:
(a) By the judgment debtor;
(b) With property other than limited liability company property, by one or more of the other members; or
(c) With limited liability company property, by the limited liability company with the consent of all members whose interests are not so charged.
(4) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest.
(5) This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy a judgment out of the judgment debtor's transferable interest.
[ 2015 c 188 § 50.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.265 - Dissolution.

RCW 25.15.265
Dissolution.
A limited liability company is dissolved and its affairs must be wound up upon the first to occur of the following:
(1) The dissolution date, if any, specified in the certificate of formation. If a dissolution date is specified in the certificate of formation, the certificate of formation may be amended and the date of dissolution of the limited liability company may be extended by vote of all the members;
(2) The happening of events specified in a limited liability company agreement;
(3) The written consent of all members;
(4) Ninety days following an event of dissociation of the last remaining member, unless those having the rights of transferees in the limited liability company under RCW 25.15.131(1) have, by the ninetieth day, voted to admit one or more members, voting as though they were members, and in the manner set forth in RCW 25.15.121(1);
(5) The entry of a decree of judicial dissolution under RCW 25.15.274; or
(6) The administrative dissolution of the limited liability company by the secretary of state under RCW 23.95.610, unless the limited liability company is reinstated by the secretary of state under RCW 23.95.615.
[ 2015 c 176 § 7113; 2015 c 188 § 51.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 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.]
2023 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.]
2023 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.
2023 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.
2023 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.
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.