Washington Dissolution Package to Dissolve Limited Liability Company LLC
WASHINGTON
LIMITED LIABILITY COMPANY DISSOLUTION
STATUTORY REFERENCE
REVISED CODE OF WASHINGTON, §§ 25.15.270 through 25.15.300
A Washington Limited Liability Company (LLC) may be dissolved
in three different ways: voluntarily, by administratively, or judicially.ÂÂ
This summary addresses ONLY the voluntary dissolution of a Washington LLC.
A LLC is dissolved and its affairs must be wound up upon the happening
of the first to occur of the following:
1. The dissolution date set out in the Articles of Formation.
2. At the time or upon the occurrence of events specified in the operating
agreement.
3. Upon the written consent of all of the members of the LLC.
4. Unless the LLC operating agreement provides otherwise, upon the
dissociation of the last remaining LLC member.
5. Upon the expiration of two years from the date of administrative
dissolution.
6. OR
7. Entry of a decree of judicial dissolution.
Unless the operating agreement provides to the contrary, any of the following
may wind up the affairs of the LLC:
1. A manager who has not wrongfully dissolved a limited liability
company;
2. The members, or a person approved by the members or, if there is
more than one class or group of members, then by each class or group of
by members contributing more than fifty percent of the agreed value of
the contributions made by all members;
OR
3. The members in each class or group.
Additionally, the superior courts, for good cause shown, may wind up the
limited liability company's affairs upon application of any member or manager,
his or her legal representative or assignee, and may appoint a receiver.
After the LLC is dissolved and the certificate of cancellation is filed,
the persons winding up the limited liability company's affairs may, in
the name of and for and on behalf of the limited liability company:
1. Prosecute and defend suits(civil, criminal, and/or administrative);
2. Gradually settle and close the LLC's business;
3. Dispose of and convey the LLC's property;
4. Discharge or make reasonable provision for the LLC's liabilities;
and
5. Distribute to the LLC members any remaining assets of the LLC.
When the winding up of the LLC is accomplished, the assets must be distributed
as follows:
1. To creditors (including members and managers who are creditors)
in satisfaction of liabilities of the LLC either by payment or by making
reasonable provision for payment, EXCLUDING liabilities for which a provision
for payment has been made and liabilities for distributions to members;
2. Unless otherwise provided in the operating agreement, to members
and former members in satisfaction of liabilities for distributions; and
3. Unless otherwise provided in the operating agreement, to members,
first for the return of their contributions, and, second, in the proportion
to a member's interest and right to share in distributions.
A dissolved LLC must pay or make reasonable provision to pay all claims
and obligations, including contingent, conditional, or unmatured claims
and obligations, known to the limited liability company. It also
must pay and all claims and obligations which are known to the LLC but
for which the identity of the claimant is unknown. If there are sufficient
assets, all claims and obligations must be paid in full. Any provision
for payment, if there are sufficient assets, must also be for payment in
full.
If there are insufficient assets, claims and obligations are to be paid
or provided for according to their priority and, among claims and obligations
of equal priority, ratably to the extent of assets available.
After payment of or provision for all claims, and unless the operating
agreement provides to the contrary, all remaining assets are to be distributed
as provided in the Washington Limited Liability Company Act.
Any person winding up a limited liability company's affairs who has
complied with the provisions of the Washington Limited Liability Company
Act is not personally liable to claimants of the dissolved LLC.
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