25.15.150 - Management. - Washington Statutes

Management.

(1) Unless the certificate of formation vests management of the limited liability company in a manager or managers: (a) Management of the business or affairs of the limited liability company shall be vested in the members; and (b) each member is an agent of the limited liability company for the purpose of its business and the act of any member for apparently carrying on in the usual way the business of the limited liability company binds the limited liability company unless the member so acting has in fact no authority to act for the limited liability company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority. Subject to any provisions in the limited liability company agreement or this chapter restricting or enlarging the management rights and duties of any person or group or class of persons, the members shall have the right and authority to manage the affairs of the limited liability company and to make all decisions with respect thereto.

     (2) If the certificate of formation vests management of the limited liability company in one or more managers, then such persons shall have such power to manage the business or affairs of the limited liability company as is provided in the limited liability company agreement. Unless otherwise provided in the limited liability company agreement, such persons:

     (a) Shall be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of members contributing, or required to contribute, more than fifty percent of the agreed value (as stated in the records of the limited liability company required to be kept pursuant to RCW 25.15.135) of the contributions made, or required to be made, by all members at the time of such action;

     (b) Need not be members of the limited liability company or natural persons; and

     (c) Unless they have been earlier removed or have earlier resigned, shall hold office until their successors shall have been elected and qualified.

     (3) If the certificate of formation vests management of the limited liability company in a manager or managers, no member, acting solely in the capacity as a member, is an agent of the limited liability company.

[1996 c 231 § 8; 1994 c 211 § 401.]

Notes: Application -- 1996 c 231 § 8: "Section 8, chapter 231, Laws of 1996 does not apply to a limited liability company formed prior to June 6, 1996, unless the certificate of formation of the limited liability company is amended after June 6, 1996, to provide that the limited liability company has perpetual duration." [1996 c 231 § 13.]