RCW 25.15.466 Definitions. 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 member’s limited liability […]
RCW 25.15.471 Member—Dissent—Payment of fair value. (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 event of […]
RCW 25.15.476 Dissenters’ rights—Notice—Timing. (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. […]
RCW 25.15.481 Member—Dissent—Voting restriction. 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 […]
RCW 25.15.486 Members—Dissenters’ notice—Requirement. (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 within ten days after the […]
RCW 25.15.491 Member—Payment demand—Entitlement. (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 date set in […]
RCW 25.15.496 Members’ interests—Transfer restriction. 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 § 95.]
RCW 25.15.501 Payment of fair value—Requirements for compliance. (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 of […]
RCW 25.15.506 Merger—Not effective within sixty days—Transfer restrictions. (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 merger becomes effective, the limited […]
RCW 25.15.511 Dissenter’s estimate of fair value—Notice. (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 RCW 25.15.501, if: […]
RCW 25.15.516 Unsettled demand for payment—Proceeding—Parties—Appraisers. (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 liability company, and accrued interest. […]
RCW 25.15.521 Unsettled demand for payment—Costs—Fees and expenses of counsel. (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 court may […]
