Revised Code of Washington
Chapter 25.15 - Limited Liability Companies.
25.15.076 - Amendment to certificate of formation.

RCW 25.15.076
Amendment to certificate of formation.

(1) A certificate of formation is amended by delivering a certificate of amendment to the secretary of state for filing. The certificate of amendment shall set forth:
(a) The name of the limited liability company; and
(b) The amendment to the certificate of formation.
(2) A manager or, if there is no manager, then any member who becomes aware that any statement in a certificate of formation was false when made, or that any matter described has changed making the certificate of formation false in any material respect, must promptly amend the certificate of formation.
(3) A certificate of formation may be amended at any time for any other proper purpose.
(4) Unless a delayed effective date is provided for in the certificate of amendment in accordance with RCW 23.95.210, a certificate of amendment is effective when filed by the secretary of state as provided in RCW 23.95.210.

[ 2015 c 176 § 7107; 2015 c 188 § 19.]
NOTES:

Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

Structure Revised Code of Washington

Revised Code of Washington

Title 25 - Partnerships

Chapter 25.15 - Limited Liability Companies.

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.