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(2) Every manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business or affairs of the
State laws normally protect all LLC members from any personal financial liability when it comes to the limited liability corporation. However, the members can choose to contract around the protection the state law gives them.
The eponymous characteristic of the limited liability company (LLC) is that the LLC, as a separate legal entity, is liable for its obligations to others and that no other person, whether as owner or agent, is vicariously liable for those same obligations.
You can change members by filing an amended annual report on the Secretary of State's online portal, or you can contact the Washington Secretary of State office to obtain the appropriate form to change the members or managers of your LLC.
Washington State doesn't require you to have a written operating agreement for your LLC. According to WA Rev Code § 25.15. 006 (2020), the operating agreement may be verbal or implied. However, having a written operating agreement on file is in your company's best interest.
Members. State laws generally permit LLC members to bind LLCs to legal contracts. Members may choose to actively manage their LLCs, performing all tasks necessary for business operations.
The president usually has general authority to bind the corporation and the manager usually has general authority to bind the LLC, but you cannot be positive without seeing the bylaws and/or a resolution for the corporation.
Representatives must be authorized to sign for the company. These representatives can include board members, managers, and other personnel. If an employee who isn't authorized signs a document or contract on the company's behalf, this can cause legal troubles.
The main reason people form LLCs is to avoid personal liability for the debts of a business they own or are involved in. By forming an LLC, only the LLC is liable for the debts and liabilities incurred by the businessnot the owners or managers.
An act of a member, including signing an agreement on behalf of the LLC in the ordinary course of the company's activities and affairs, binds the company.