Washington LLC Dissolution Law

Limited Liability Company – General – Washington

Related Washington Legal Forms

A Washington Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, by administratively, or judicially. 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;
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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Inside Washington LLC Dissolution Law