RCW 25.15.018

353 words·~2 min read·/wa/title-25/chapter-25-15/25-15-018·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)Except as otherwise provided in subsections

(2)and

(3)of this section, the limited liability company agreement governs:

(a)Relations among the members as members and between the members and the limited liability company; and

(b)The rights and duties under this chapter of a person in the capacity of manager.

(2)To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection

(1)of this section, this chapter governs the matter.

(3)A limited liability company agreement may not:

(a)Vary a limited liability company's power under RCW 25.15.031 to sue, be sued, and defend in its own name;

(b)Vary the law applicable to a limited liability company under RCW 25.15.033 ;

(c)Eliminate or limit the duties of a member or manager in a manner prohibited by RCW 25.15.038 (6);

(d)Eliminate or limit the liability of a member or manager in a manner prohibited by RCW 25.15.038 (7);

(e)Indemnify a member or manager in a manner prohibited by RCW 25.15.041 ;

(f)Vary the requirements of RCW 25.15.086 ;

(g)Vary the records required under RCW 25.15.136

(1)or unreasonably restrict the right to records or information under RCW 25.15.136 ;

(h)Vary the power of a manager to resign under RCW 25.15.176 ;

(i)Vary the requirements of RCW 25.15.231 ;

(j)Eliminate or limit the liability of a member, manager, or transferee under RCW 25.15.236 ;

(k)Vary the power of a court to decree dissolution in the circumstances specified in RCW 25.15.274 ;

(l)Vary the requirement to wind up the limited liability company's business as specified in RCW 25.15.297 (1), (2), (4), and (5);

(m)Unreasonably restrict the right to maintain an action under Article X of this chapter;

(n)Restrict the right of a member that will have personal liability with respect to a surviving or converted organization to approve a merger or conversion under RCW 25.15.456 ; or

(o)Restrict the rights under this chapter of a person other than a member, a transferee, or a manager.

[ 2015 c 188 s 5 .]