25.15.270 - Dissolution. - Washington Statutes

Dissolution.

A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

     (1)(a) The dissolution date, if any, specified in the certificate of formation. If a dissolution date is not specified in the certificate of formation, the limited liability company's existence will continue until the first to occur of the events described in subsections (2) through (6) of this section. If a dissolution date is specified in the certificate of formation, the certificate of formation may be amended and the existence of the limited liability company may be extended by vote of all the members.

     (b) This subsection does not apply to a limited liability company formed under RCW 30.08.025 or 32.08.025;

     (2) The happening of events specified in a limited liability company agreement;

     (3) The written consent of all members;

     (4) Unless the limited liability company agreement provides otherwise, ninety days following an event of dissociation of the last remaining member, unless those having the rights of assignees in the limited liability company under RCW 25.15.130(1) have, by the ninetieth day, voted to admit one or more members, voting as though they were members, and in the manner set forth in RCW 25.15.120(1);

     (5) The entry of a decree of judicial dissolution under RCW 25.15.275; or

     (6) The administrative dissolution of the limited liability company by the secretary of state under RCW 25.15.285(2), unless the limited liability company is reinstated by the secretary of state under RCW 25.15.290.

[2010 c 196 § 5; 2009 c 437 § 1; 2006 c 48 § 4; 2000 c 169 § 4; 1997 c 21 § 1; 1996 c 231 § 9; 1994 c 211 § 801.]