Washington § 25.15.018 - Effect of limited liability company agreement — Nonwaivable provisions.

Full text of Washington Revised Code of Washington § 25.15.018 — Effect of limited liability company agreement — Nonwaivable provisions., with citation guidance and answers to common questions.

§ 25.15.018. Effect of limited liability company agreement — Nonwaivable provisions.

(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;

(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.]

Source: official Washington text · Last verified 2026-08-27

Frequently Asked Questions About Washington § 25.15.018

What does Revised Code of Washington § 25.15.018 cover?

Section 25.15.018 ("Effect of limited liability company agreement — Nonwaivable provisions.") is part of the Revised Code of Washington, the codified statutory law of Washington. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Washington § 25.15.018?

A common citation format is "Revised Code of Washington § 25.15.018" (Washington). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Washington law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Washington official source linked on this page or consult a licensed Washington attorney.

How does Washington § 25.15.018 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Washington can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Official text of § 25.15.018 at the Washington source

Not legal advice. Verify against the official source and consult a licensed attorney in Washington.