Title 25 — Title 25 PARTNERSHIPS

(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 lia…

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 lia…

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 s 7114; 2015 c 188 s 54.]Notes:Effective date—Contingent effective date—2015 c …

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 s 7115; 2015 c 188 s 56.]Notes:Effective date—Contingent effective date—2015 c 176: See not…

(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 m…

(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 l…

(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…

(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 …

(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is barred if the limited liability company has filed a certificate of dissolution under RCW 25.15.269 that has not been revoked under RCW 25.15.294, and an action or other proceeding thereon is not commenced within three y…

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 s 7117; 2015 c 188 s 62.]Notes:Effective date—Conti…

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 s 7118; 2015 c 188 s 63.]Notes:Effective date—Contingent effective date—2015 c 176: See note following…

(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…

A registered foreign limited liability company must amend its foreign registration statement under the circumstances provided in RCW 23.95.515.[ 2015 c 176 s 7120; 2015 c 188 s 66.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

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 s 7121; 2015 c 188 s 67.]Notes:Effective date—Contingent effective date—2015 c 176: See not…

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 s 7122; 2015 c 188 s 68.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

A foreign limited liability company may be enjoined from doing business in this state under RCW 23.95.555.[ 2015 c 176 s 7123; 2015 c 188 s 69.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

A nonexhaustive list of activities that do not constitute transacting business in this state is provided in RCW 23.95.520.[ 2015 c 176 s 7124; 2015 c 188 s 70.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

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 s 7125; 2015 c 188 s 71.]Notes:Effective date—Contingent effective date—2015 c 176: See note followin…

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 sta…

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 s 7127; 2015 c 188 s 73.]Notes:Effective date—Contingent effective date—2015 c 176:…

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 ca…

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…

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 s 77.]

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.[ 20…

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 org…

(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 no…

(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 an…

(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 jur…

(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 organizati…

(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 organi…

(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 a…

(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 …

(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 i…

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 25.15.4…

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 …

(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 …

(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 …

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 …

(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…

(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 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 s 95.]

(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 …

(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 …

(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 R…

(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 l…

(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 …

(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 compan…

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 s 7132; 2015 c 188 s 102.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW …

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 s 103.]

This act takes effect January 1, 2016.[ 2015 c 188 s 104.]