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Fifty Ways to Leave Your Lover, but Only Two Ways to Manage Your LLC

By August 1, 2017 May 15th, 2020 No Comments

According to Paul Simon, numerous options exist for leaving your lover including “Just drop off the key, Lee, and get yourself free . . . .” Contrary to this smorgasbord of choices, the Revised Code of Washington (RCW) sets forth only two ways for you to manage your LLC.

First, your LLC can be member managed. RCW 25.15.151 states:

Member-managed limited liability companies.

(1) If the limited liability company is member-managed:

(a) Management of the activities of the limited liability company is vested in the members; and

(b) A difference arising as to a matter in the ordinary course of the activities of the limited liability company may be decided by the vote, approval, or consent of a majority of the members, except as otherwise provided in RCW 25.15.121 or otherwise in this chapter.

(2) If the limited liability company is member-managed, each member is an agent of the limited liability company and has the authority to bind the limited liability company with regard to matters in the ordinary course of its activities.

Second, your LLC can be manager-managed. RCW 25.15.154 states:

Manager-managed limited liability companies.

(1) If the limited liability company is manager-managed:

(a) Management of the activities of the limited liability company is vested in one or more managers; and

(b) Each manager of the limited liability company:

(i) Is designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members;

(ii) Need not be a member of the limited liability company or a natural person; and

(iii) Unless the manager has been earlier removed or has earlier resigned, holds office until a successor has been elected.

(2) If the limited liability company is manager-managed:

(a) Each manager is an agent of the limited liability company and has the authority to bind the limited liability company with regard to matters in the ordinary course of its activities; and

(b) No member, acting solely in its capacity as a member, is an agent of the limited liability company.

(3) If the manager is a board, committee, or other group of persons:

(a) Subsection (1)(b) of this section applies to each person included in such board, committee, or other group of persons; and

(b) No person acting solely in such person’s capacity as a participant in such board, committee, or other group of persons is an agent of the limited liability company.

Not sure which option is best for you? Please see my next blog post to find out more!

Photo credit: Jonas Lowgren on Flickr

This post is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting with an attorney.

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