Effect of limited liability company agreement — Nonwaivable provisions.
RCW 25.15.018
in effect(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 ; (c) Eliminate or limit the duties of a member or manager in a manner prohibited by RCW 25.15.038 (6); (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.
(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 ;
(c) Eliminate or limit the duties of a member or manager in a manner prohibited by RCW 25.15.038 (6);
(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.
Source: WA Statutes (Official Site)URL: https://app.leg.wa.gov/RCW/default.aspx?cite=25.15&full=trueFetched: 6/29/2026