RCW 25.15.081
Restated certificate.
(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative as a result of there having been filed with the secretary of state one or more certificates or other instruments pursuant to any of the sections referred to in this chapter and it may at the same time also further amend its certificate of formation by delivering a restated certificate of formation to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
(2) A restated certificate of formation must state, either in its heading or in an introductory paragraph, the limited liability company's name and, if it is not to be effective upon filing, the future effective date or time, which must comply with RCW 23.95.210. If a restated certificate only restates and integrates and does not further amend a limited liability company's certificate of formation as amended or supplemented, it must state that fact as well.
(3) Upon the filing of a restated certificate of formation by the secretary of state, or upon the future effective date or time of a restated certificate of formation as provided for, the initial certificate of formation, as amended or supplemented, is superseded; and the restated certificate of formation, including any further amendment or changes made thereby, is thereafter the certificate of formation of the limited liability company, but the original effective date of formation remains unchanged.
(4) Any amendment or change effected in connection with the restatement of the certificate of formation is subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
[ 2015 c 176 § 7108; 2015 c 188 § 20.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Structure Revised Code of Washington
Chapter 25.15 - Limited Liability Companies.
25.15.011 - Name of limited liability company.
25.15.018 - Effect of limited liability company agreement—Nonwaivable provisions.
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.
25.15.046 - 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.
25.15.091 - 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.
25.15.269 - 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.
25.15.301 - Disposition of known claims—Definition.
25.15.305 - Distribution of assets.
25.15.309 - Remedies available after distribution.
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.
25.15.421 - Merger—Plan—Approval.
25.15.426 - Articles of merger—Filing—Effective date.
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.
25.15.471 - 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.