RCW 25.15.297
Winding up.
(1) A limited liability company continues after dissolution only for the purpose of winding up its activities.
(2) In winding up its activities, the limited liability company:
(a) May file a certificate of dissolution with the secretary of state to provide notice that the limited liability company is dissolved; preserve the limited liability company's business or property as a going concern for a reasonable time; prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited liability company's property; settle disputes; and perform other necessary acts; and
(b) Shall discharge the limited liability company's liabilities, settle and close the limited liability company's activities, and marshal and distribute the assets of the limited liability company.
(3) The persons responsible for managing the business and affairs of a limited liability company under RCW 25.15.151 or 25.15.154 are responsible for winding up the activities of a dissolved limited liability company. If a dissolved limited liability company does not have any managers or members, the legal representative of the last person to have been a member may wind up the activities of the dissolved limited liability company, in which event the legal representative is a manager for the purposes of RCW 25.15.038.
(4) If the persons responsible for winding up the activities of a dissolved limited liability company under subsection (3) of this section decline or fail to wind up the limited liability company's activities, a person to wind up the dissolved limited liability company's activities may be appointed by the consent of a majority of the transferees. A person appointed under this subsection:
(a) Is a manager for the purposes of RCW 25.15.038; and
(b) Shall promptly amend the certificate of formation to state:
(i) The name of the person who has been appointed to wind up the limited liability company; and
(ii) The street and mailing address of the person.
(5) The superior court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited liability company's activities, if:
(a) On application of a member, the applicant establishes good cause; or
(b) On application of a transferee, a limited liability company does not have any managers or members and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3) or (4) of this section.
[ 2015 c 188 § 58.]
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.