Revised Code of Washington
Chapter 25.15 - Limited Liability Companies.
25.15.086 - Execution.

RCW 25.15.086
Execution.

Each record required or permitted by this chapter to be filed in the office of the secretary of state must comply with the requirements of Article 2 of chapter 23.95 RCW and must be executed in the following manner:
(1) Each original certificate of formation must be executed by the person or persons forming the limited liability company;
(2) A reservation of name may be executed by any person;
(3) A transfer of reservation of name must be executed by, or on behalf of, the applicant for the reserved name;
(4) A registration of name must be executed by any member or manager of the foreign limited liability company;
(5) A certificate of amendment or restatement must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members;
(6) A certificate of dissolution must be executed by the person or persons authorized to wind up the limited liability company's affairs pursuant to RCW 25.15.297(3);
(7) If a surviving domestic limited liability company is filing articles of merger, the articles of merger must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members, or if the articles of merger are being filed by a surviving foreign limited liability company, limited partnership, corporation, or other person, the articles of merger must be executed by a person authorized by such foreign limited liability company, limited partnership, corporation, or other person;
(8) A foreign limited liability company's application for registration as a foreign limited liability company doing business within the state must be executed by any member or manager of the foreign limited liability company; and
(9) If a converting limited liability company is filing articles of conversion, the articles of conversion must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members.

[ 2015 c 176 § 7109; 2015 c 188 § 21.]
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.