A limited liability company is
dissolved and its affairs shall be wound up upon the first to
occur of the following:
(1)(a) The dissolution date, if any, specified in the
certificate of formation. If a dissolution date is not specified
in the certificate of formation, the limited liability company's
existence will continue until the first to occur of the events
described in subsections (2) through (6) of this section. If a
dissolution date is specified in the certificate of formation,
the certificate of formation may be amended and the existence of
the limited liability company may be extended by vote of all the
members;
(b) This subsection does not apply to a limited liability
company formed under RCW 30.08.025 or 32.08.025.
(2) The happening of events specified in a limited liability
company agreement;
(3) The written consent of all members;
(4) Unless the limited liability company agreement provides
otherwise, ninety days following an event of dissociation of the
last remaining member, unless those having the rights of
assignees in the limited liability company under RCW 25.15.130(1)
have, by the ninetieth day, voted to admit one or more members,
voting as though they were members, and in the manner set forth
in RCW 25.15.120(1);
(5) The entry of a decree of judicial dissolution under RCW 25.15.275; or
(6) The expiration of two years after the effective date of
dissolution under RCW 25.15.285 without the reinstatement of the
limited liability company.
[2006 c 48 § 4; 2000 c 169 § 4; 1997 c 21 § 1; 1996 c 231 § 9; 1994 c 211 § 801.]