RCW 25.15.456
Restrictions on approval of conversions.
If a member of a converting limited liability company or constituent limited liability company will have personal liability with respect to a converted organization or surviving organization, then, in addition to the applicable approval requirements in RCW 25.15.441(1) or 25.15.421(1)(a), approval of a plan of conversion or plan of merger must also require the execution, by each such member, of a separate written consent to become subject to such personal liability.
[ 2015 c 188 § 88.]
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.