Full text of Washington Revised Code of Washington § 25.15.236 — Liability for improper distributions., with citation guidance and answers to common questions.
§ 25.15.236. Liability for improper distributions.
(1) Except as otherwise provided in subsection (2) of this section, a member of a member-managed limited liability company or manager of a manager-managed limited liability company that consents to a distribution made in violation of RCW
25.15.231 is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of RCW
25.15.231 if it is established that in consenting to the distribution the members or managers failed to comply with the duty of care.
(2) To the extent the limited liability company agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability provided in subsection (1) of this section applies to the other members and not the member that the limited liability company agreement relieves of authority and responsibility.
(3) A member or transferee that received a distribution knowing that the distribution to that member or transferee was made in violation of RCW
25.15.231 is personally liable to the limited liability company but only to the extent that the distribution received by the member or transferee exceeded the amount that could have been properly paid under RCW
25.15.231.
(4) A member or manager against which an action is commenced under subsection (1) of this section may:
(a) Implead in the action any other person that is liable under subsection (1) of this section and compel contribution from the person; and
(b) Implead in the action any person that received a distribution in violation of subsection (3) of this section and compel contribution from the person in the amount the person received in violation of subsection (3) of this section.
(5) An action under this section is barred if it is not commenced within two years after the distribution.
Frequently Asked Questions About Washington § 25.15.236
What does Revised Code of Washington § 25.15.236 cover?
Section 25.15.236 ("Liability for improper distributions.") 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 § 25.15.236?
A common citation format is "Revised Code of Washington § 25.15.236" (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 § 25.15.236 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.
