Washington · statute · Wash. Rev. Code ch. 25.15 · 102 active provisions
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.(1) "Agreed value" means the value of the contributions made by a member to the limited liability company. Such value shall equal the amount agreed upon in a limited liability company agreement or, if no value is…
The name of each limited liability company as set forth in its certificate of formation must comply with Article 3 of chapter 23.95 RCW.
(1) Reserved Name—Domestic Limited Liability Company. A person may reserve the exclusive use of a limited liability company name by delivering an application to the secretary of state for filing in accordance with RCW 23.95.310.(2) Reserved Name—Foreign Limited Liability Company. A foreign limited liability company may…
(1) Except as otherwise provided in subsections (2) and (3) of this section, the limited liability company agreement governs:(a) Relations among the members as members and between the members and the limited liability company; and(b) The rights and duties under this chapter of a person in the capacity of manager.(2) To…
(1) Each limited liability company shall continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.(2) A limited liability company may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430.(3)…
Service of process, notice, or demand required or permitted by law to be served on the limited liability company may be made in accordance with RCW 23.95.450.
(1) A limited liability company may be formed under this chapter for any lawful purpose, regardless of whether for profit.(2) Unless this chapter, its certificate of formation, or its limited liability company agreement provides otherwise, a limited liability company has the same powers as an individual to do all thing…
The law of this state governs:(1) The internal affairs of a limited liability company; and(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
A member or manager may lend money to and transact other business with a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to the loan or other transaction as a person who is not a member or manager.
(1)(a) The only fiduciary duties that a member in a member-managed limited liability company or a manager has to the limited liability company and its members are the duties of loyalty and care under subsections (2) and (3) of this section.(b) If a manager is a board, committee, or other group of persons, this section…
(1) A limited liability company may indemnify any member or manager from and against any judgments, settlements, penalties, fines, or expenses incurred in a proceeding or obligate itself to advance or reimburse expenses incurred in a proceeding to which a person is a party because such person is, or was, a member or a…
(1) A person or group of persons duly licensed or otherwise legally authorized to render the same professional services within this state may form and become a member or members of a professional limited liability company under the provisions of this chapter for the purposes of rendering professional service.(2) A prof…
(1) No limited liability company formed under this chapter may render professional services except through a person or persons who are duly licensed or otherwise legally authorized to render such professional services within this state. However, this chapter does not:(a) Prohibit a person duly licensed or otherwise leg…
A foreign professional limited liability company may render professional services in this state so long as it complies with Article IX of this chapter and each individual rendering professional services in this state is duly licensed or otherwise legally authorized to render such professional services within this state…
This chapter does not require a limited liability company to restrict membership to persons residing in or engaging in business in this state.
Members of a limited liability company are personally liable for any act, debt, obligation, or liability of the limited liability company to the extent that shareholders of a Washington business corporation would be liable in analogous circumstances. In this regard, the court may consider the factors and policies set f…
(1) In order to form a limited liability company, one or more persons must execute a certificate of formation. The certificate of formation must be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW and set forth:(a) The name of the limited liability company;(…
(1) A certificate of formation is amended by delivering a certificate of amendment to the secretary of state for filing. The certificate of amendment shall set forth:(a) The name of the limited liability company; and(b) The amendment to the certificate of formation.(2) A manager or, if there is no manager, then any mem…
(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative as a result of there having been filed with the secretary of state one or more certificates or other instruments pursuant to any of the s…
Each record required or permitted by this chapter to be filed in the office of the secretary of state must comply with the requirements of Article 2 of chapter 23.95 RCW and must be executed in the following manner:(1) Each original certificate of formation must be executed by the person or persons forming the limited…
(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 liabili…
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.
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.
(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…
(1) Except as otherwise provided by this chapter, the affirmative vote, approval, or consent of a majority of the members is necessary for actions requiring member approval.(2) The affirmative vote, approval, or consent of all members is required to:(a) Amend the certificate of formation, except as provided in RCW 25.1…