§ 25.15.006 Definitions
§ 25.15.011 Name of limited liability company
§ 25.15.016 Reserved name
§ 25.15.018 Effect of limited liability company agreement–Nonwaivable provisions
§ 25.15.021 Registered agent
§ 25.15.026 Service of process, notice, or demand
§ 25.15.031 Purpose and powers
§ 25.15.033 Law of this state governs
§ 25.15.036 Business transactions of member or manager with the limited liability company
§ 25.15.038 General standards–Limitation of liability
§ 25.15.041 Indemnification
§ 25.15.046 Professional limited liability companies
§ 25.15.048 Professional limited liability company–Licensing
§ 25.15.051 Foreign professional limited liability company
§ 25.15.054 Membership residency
§ 25.15.061 Piercing the veil
§ 25.15.071 Formation–Certificate of formation
§ 25.15.076 Amendment to certificate of formation
§ 25.15.081 Restated certificate
§ 25.15.086 Execution
§ 25.15.091 Execution or amendment by judicial order
§ 25.15.096 Duty of secretary of state to file–Review of refusal to file
§ 25.15.106 Initial and annual reports
§ 25.15.116 Admission of members
§ 25.15.121 Voting and classes of membership
§ 25.15.126 Liability of members and managers to third parties
§ 25.15.131 Member dissociation
§ 25.15.136 Records and information
§ 25.15.141 Remedies for breach of limited liability company agreement by member
§ 25.15.151 Member-managed limited liability companies
§ 25.15.154 Manager-managed limited liability companies
§ 25.15.157 Delegation of rights and powers to manage
§ 25.15.161 Manager–Member’s rights and duties
§ 25.15.166 Voting and classes of managers
§ 25.15.171 Remedies for breach of limited liability company agreement by manager
§ 25.15.176 Resignation of manager
§ 25.15.181 Loss of sole remaining manager
§ 25.15.191 Form of contribution
§ 25.15.196 Liability for contribution
§ 25.15.206 Allocation of distributions
§ 25.15.211 Interim distributions
§ 25.15.216 Distribution following dissociation
§ 25.15.221 Distribution in-kind
§ 25.15.226 Right to distribution
§ 25.15.231 Limitations on distribution
§ 25.15.236 Liability for improper distributions
§ 25.15.246 Nature of limited liability company interest–Certificate of interest
§ 25.15.251 Transfer of transferable interest
§ 25.15.256 Rights of judgment creditor
§ 25.15.265 Dissolution
§ 25.15.269 After dissolution under RCW 25.15.265
§ 25.15.274 Judicial dissolution
§ 25.15.279 Administrative dissolution–Commencement of proceeding
§ 25.15.289 Administrative dissolution–Reinstatement
§ 25.15.294 Voluntary dissolution–Revocation of dissolution–When effective–Effect
§ 25.15.297 Winding up
§ 25.15.301 Disposition of known claims–Definition
§ 25.15.305 Distribution of assets
§ 25.15.309 Remedies available after distribution
§ 25.15.316 Law governing
§ 25.15.321 Registration required
§ 25.15.331 Name–Registered agent
§ 25.15.336 Amendments to application
§ 25.15.341 Withdrawal of registration
§ 25.15.346 Doing business without registration
§ 25.15.351 Enjoinder from doing business in this state
§ 25.15.356 Activities not constituting transacting business
§ 25.15.361 Service of process on registered foreign limited liability companies
§ 25.15.367 Service of process on unregistered foreign limited liability companies
§ 25.15.371 Termination of registration
§ 25.15.386 Right to bring action
§ 25.15.391 Proper plaintiff
§ 25.15.396 Complaint
§ 25.15.401 Expenses
§ 25.15.411 Definitions
§ 25.15.416 Merger–Plan
§ 25.15.421 Merger–Plan–Approval
§ 25.15.426 Articles of merger–Filing–Effective date
§ 25.15.431 Effect of merger
§ 25.15.436 Conversion
§ 25.15.441 Action on plan of conversion by converting limited liability company
§ 25.15.446 Filing required for conversion–Effective date
§ 25.15.451 Effect of conversion
§ 25.15.456 Restrictions on approval of conversions
§ 25.15.466 Definitions
§ 25.15.471 Member–Dissent–Payment of fair value
§ 25.15.476 Dissenters’ rights–Notice–Timing
§ 25.15.481 Member–Dissent–Voting restriction
§ 25.15.486 Members–Dissenters’ notice–Requirement
§ 25.15.491 Member–Payment demand–Entitlement
§ 25.15.496 Members’ interests–Transfer restriction
§ 25.15.501 Payment of fair value–Requirements for compliance
§ 25.15.506 Merger–Not effective within sixty days–Transfer restrictions
§ 25.15.511 Dissenter’s estimate of fair value–Notice
§ 25.15.516 Unsettled demand for payment–Proceeding–Parties–Appraisers
§ 25.15.521 Unsettled demand for payment–Costs–Fees and expenses of counsel
§ 25.15.801 Construction and application of chapter and limited liability company agreement
§ 25.15.806 Applicable fees, charges, and penalties
§ 25.15.811 Authority to adopt rules
§ 25.15.903 Effective date–2015 c 188
§ 25.15.904 Short title
§ 25.15.905 Chapter application

Terms Used In Washington Code > Chapter 25.15 - Limited liability companies

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Case law: The law as laid down in cases that have been decided in the decisions of the courts.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: may be construed to include the United States, this state, or any state or territory, or any public or private corporation or limited liability company, as well as an individual. See
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Quorum: The number of legislators that must be present to do business.
  • Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Statute: A law passed by a legislature.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trustee: A person or institution holding and administering property in trust.