Title 25 — Title 25 PARTNERSHIPS
4 chapters · 315 sections in this title.
RCW 25.15.006 Definitions.
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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 liabil…
RCW 25.15.011 Name of limited liability company.
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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.[ 2015 c 176 s 7101; 2015 c 188 s 3.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
RCW 25.15.016 Reserved name.
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(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.…
RCW 25.15.018 Effect of limited liability company agreement—Nonwaivable provisions.
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(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 …
RCW 25.15.021 Registered agent.
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(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 chan…
RCW 25.15.026 Service of process, notice, or demand.
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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.[ 2015 c 176 s 7104; 2015 c 188 s 7.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.…
RCW 25.15.031 Purpose and powers.
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(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…
RCW 25.15.033 Law of this state governs.
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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.[ 2015 c 188 s 9.]
RCW 25.15.036 Business transactions of member or manager with the limited liability company.
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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.[ 2015 c 188 s 10.…
RCW 25.15.038 General standards—Limitation of liability.
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(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, …
RCW 25.15.041 Indemnification.
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(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 becaus…
RCW 25.15.046 Professional limited liability companies.
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(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 r…
RCW 25.15.048 Professional limited liability company—Licensing.
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(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…
RCW 25.15.051 Foreign professional limited liability company.
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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…
RCW 25.15.054 Membership residency.
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This chapter does not require a limited liability company to restrict membership to persons residing in or engaging in business in this state.[ 2015 c 188 s 16.]
RCW 25.15.061 Piercing the veil.
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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…
RCW 25.15.071 Formation—Certificate of formation.
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(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…
RCW 25.15.076 Amendment to certificate of formation.
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(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 …
RCW 25.15.081 Restated certificate.
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(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 ot…
RCW 25.15.086 Execution.
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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 th…
RCW 25.15.091 Execution or amendment by judicial order.
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(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 pers…
RCW 25.15.096 Duty of secretary of state to file—Review of refusal to file.
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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 s 7111; 2015 c 188 s 23.]Notes:Effectiv…
RCW 25.15.106 Initial and annual reports.
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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 s 7112; 2015 c 188 s 24.]N…
RCW 25.15.116 Admission of members.
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(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 liabi…
RCW 25.15.121 Voting and classes of membership.
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(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 f…
RCW 25.15.126 Liability of members and managers to third parties.
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(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 …
RCW 25.15.131 Member dissociation.
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(1) A person is dissociated as a member of a limited liability company upon the occurrence of one or more of the following events:(a) The member dies or withdraws from the limited liability company as provided in subsection (2) of this section;(b) The transfer of all of the membe…
RCW 25.15.136 Records and information.
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(1) A limited liability company must keep at its principal office the following:(a) A copy of its certificate of formation and all amendments thereto;(b) A copy of any limited liability company agreement made in a record and any amendments made in a record to a limited liability …
RCW 25.15.141 Remedies for breach of limited liability company agreement by member.
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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 u…
RCW 25.15.151 Member-managed limited liability companies.
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(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 b…
RCW 25.15.154 Manager-managed limited liability companies.
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(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,…
RCW 25.15.157 Delegation of rights and powers to manage.
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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, of…
RCW 25.15.161 Manager—Member's rights and duties.
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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…
RCW 25.15.166 Voting and classes of managers.
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(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…
RCW 25.15.171 Remedies for breach of limited liability company agreement by manager.
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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…
RCW 25.15.176 Resignation of manager.
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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…
RCW 25.15.181 Loss of sole remaining manager.
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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 m…
RCW 25.15.191 Form of contribution.
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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 …
RCW 25.15.196 Liability for contribution.
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(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…
RCW 25.15.206 Allocation of distributions.
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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 …
RCW 25.15.211 Interim distributions.
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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 s 42.]
RCW 25.15.216 Distribution following dissociation.
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A member does not have a right to receive a distribution on account of dissociation.[ 2015 c 188 s 43.]
RCW 25.15.221 Distribution in-kind.
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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 percentag…
RCW 25.15.226 Right to distribution.
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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 co…
RCW 25.15.231 Limitations on distribution.
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(1) A limited liability company must not make a distribution in violation of the limited liability company agreement.(2) A limited liability company must not make a distribution to the extent that at the time of the distribution, after giving effect to the distribution (a) the li…
RCW 25.15.236 Liability for improper distributions.
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(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 limi…
RCW 25.15.246 Nature of limited liability company interest—Certificate of interest.
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(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 transfe…
RCW 25.15.251 Transfer of transferable interest.
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(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 t…
RCW 25.15.256 Rights of judgment creditor.
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(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 ju…
RCW 25.15.265 Dissolution.
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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 f…