25.15.806 – Applicable fees, charges, and penalties.
RCW 25.15.806 Applicable fees, charges, and penalties. 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 § 7132; 2015 c 188 § 102.] NOTES: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
25.15.451 – Effect of conversion.
RCW 25.15.451 Effect of conversion. (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 in the converted organization […]
25.15.456 – Restrictions on approval of conversions.
RCW 25.15.456 Restrictions on approval of conversions. 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 25.15.421(1)(a), approval of a plan of conversion or plan […]
25.15.466 – Definitions.
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 […]
25.15.471 – Member—Dissent—Payment of fair value.
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 […]
25.15.476 – Dissenters’ rights—Notice—Timing.
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. […]
25.15.481 – Member—Dissent—Voting restriction.
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 […]
25.15.486 – Members—Dissenters’ notice—Requirement.
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 […]
25.15.491 – Member—Payment demand—Entitlement.
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 […]
25.15.496 – Members’ interests—Transfer restriction.
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.]