RCW 25.15.006 Definitions. 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 liability company agreement or, if no value is […]
RCW 25.15.011 Name of limited liability company. 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 § 7101; 2015 c 188 § 3.] NOTES: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
RCW 25.15.016 Reserved name. (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. A foreign limited liability company may reserve its name by […]
RCW 25.15.018 Effect of limited liability company agreement—Nonwaivable provisions. (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. (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 change in accordance with RCW 23.95.430. […]
RCW 25.15.026 Service of process, notice, or demand. 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 § 7104; 2015 c 188 § 7.] NOTES: Effective date—Contingent effective date—2015 c 176: See note […]
RCW 25.15.031 Purpose and powers. (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 powers as an individual to do all […]
RCW 25.15.033 Law of this state governs. 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 § 9.]
RCW 25.15.036 Business transactions of member or manager with the limited liability company. 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 […]
RCW 25.15.038 General standards—Limitation of liability. (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. (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 because such person is, or was, a member […]
RCW 25.15.046 Professional limited liability companies. (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 rendering professional service. […]
RCW 25.15.048 Professional limited liability company—Licensing. (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 a person duly licensed or otherwise legally […]
RCW 25.15.051 Foreign professional limited liability company. 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 professional services within this state. […]
RCW 25.15.054 Membership residency. 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 § 16.]
RCW 25.15.061 Piercing the veil. 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 consider the factors and policies set forth […]
