Revised Code of Washington
Chapter 25.15 - Limited Liability Companies.
25.15.521 - Unsettled demand for payment—Costs—Fees and expenses of counsel.

RCW 25.15.521
Unsettled demand for payment—Costs—Fees and expenses of counsel.

(1) The court in a proceeding commenced under RCW 25.15.516 must determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court must assess the costs against the limited liability company, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment.
(2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(a) Against the limited liability company and in favor of any or all dissenters if the court finds the limited liability company did not substantially comply with the requirements of this article; or
(b) Against either the limited liability company or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.
(3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the limited liability company, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

[ 2015 c 188 § 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.