Washington Code 25.15.006 – Definitions
Current as of: 2023 | Check for updates
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The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.
Terms Used In Washington Code 25.15.006
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- person: may be construed to include the United States, this state, or any state or territory, or any public or private corporation or limited liability company, as well as an individual. See Washington Code 1.16.080
(1) “Agreed value” means the value of the contributions made by a member to the limited liability company. Such value shall equal the amount agreed upon in a limited liability company agreement or, if no value is agreed upon, the value shall be determined based on the records of the limited liability company.
(2) “Certificate of formation” means the certificate of formation required by RCW 25.15.071 and such certificate as amended or restated.
(3) “Distribution” means a transfer of money or other property from a limited liability company to a member in the member’s capacity as a member or to a transferee on account of a transferable interest owned by the transferee.
(4) “Execute,” “executes,” or “executed” means with present intent to authenticate or adopt a record:
(a) To sign or adopt a tangible symbol; or
(b) To attach to or logically associate with the record an electronic symbol, sound, or process.
(5) “Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company.
(6) “Foreign professional limited liability company” means a foreign limited liability company formed for the purpose of rendering professional services.
(7) “Limited liability company” or “domestic limited liability company” means a limited liability company having one or more members or transferees that is formed under this chapter.
(8) “Limited liability company agreement” means the agreement, including the agreement as amended or restated, whether oral, implied, in a record, or in any combination, of the member or members of a limited liability company concerning the affairs of the limited liability company and the conduct of its business.
(9) “Manager” means a person, or a board, committee, or other group of persons, named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, a limited liability company agreement.
(10) “Manager-managed” means, with respect to a limited liability company, that the limited liability company agreement vests management of the limited liability company in one or more managers.
(11) “Member” means a person who has been admitted to a limited liability company as a member as provided in RCW 25.15.116 and who has not been dissociated from the limited liability company.
(12) “Member-managed” means, with respect to a limited liability company, that the limited liability company is not manager-managed.
(13) “Person” means an individual, corporation, business trust, estate, trust, partnership, limited partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality or any other legal or commercial entity.
(14) “Principal office” means the office, in or out of this state, so designated in the annual report, where the principal executive offices of a domestic or foreign limited liability company are located.
(15) “Professional limited liability company” means a limited liability company that is formed in accordance with RCW 25.15.046 for the purpose of rendering professional service.
(16) “Professional service” means the same as defined under RCW 18.100.030.
(17) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(18) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(19) “Tangible medium” means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material.
(20) “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, gift, and transfer by operation of law, except as otherwise provided in RCW 25.15.251(6).
(21) “Transferable interest” means a member’s or transferee’s right to receive distributions of the limited liability company’s assets.
(22) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
(23) “Withdraw” or “withdrawal” means, with respect to a member of a limited liability company or a holder of a transferable interest in a limited liability company, that the member or holder of the transferable interest provides written notice to the limited liability company of its intent to surrender all of its transferable interest and rights as a member to the limited liability company. A withdrawal is effective as of the later of the date the limited liability company receives the written notice of withdrawal or the date specified in such notice.