Title 25 — Title 25 PARTNERSHIPS
4 chapters · 315 sections in this title.
RCW 25.15.481 Member—Dissent—Voting restriction.
0.4K chars
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 …
RCW 25.15.486 Members—Dissenters' notice—Requirement.
0.9K chars
(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…
RCW 25.15.491 Member—Payment demand—Entitlement.
0.4K chars
(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 …
RCW 25.15.496 Members' interests—Transfer restriction.
0.3K chars
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.]
RCW 25.15.501 Payment of fair value—Requirements for compliance.
0.9K chars
(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 …
RCW 25.15.506 Merger—Not effective within sixty days—Transfer restrictions.
0.5K chars
(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 …
RCW 25.15.511 Dissenter's estimate of fair value—Notice.
1.2K chars
(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…
RCW 25.15.516 Unsettled demand for payment—Proceeding—Parties—Appraisers.
2.2K chars
(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…
RCW 25.15.521 Unsettled demand for payment—Costs—Fees and expenses of counsel.
1.5K chars
(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 …
RCW 25.15.801 Construction and application of chapter and limited liability company agreement.
0.5K chars
(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…
RCW 25.15.806 Applicable fees, charges, and penalties.
0.3K chars
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 …
RCW 25.15.811 Authority to adopt rules.
0.2K chars
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.]
RCW 25.15.903 Effective date—2015 c 188.
0.1K chars
This act takes effect January 1, 2016.[ 2015 c 188 s 104.]
RCW 25.15.904 Short title.
0.1K chars
This chapter may be known and cited as the "Washington limited liability company act."[ 2015 c 188 s 105.]
RCW 25.15.905 Chapter application.
0.1K chars
This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2016.[ 2015 c 188 s 106.]