{"data":{"id":"us-wa/rcw-25.15.018","jurisdiction":"us-wa","citation":"RCW 25.15.018","heading":"Effect of limited liability company agreement—Nonwaivable provisions.","body":"(1) Except as otherwise provided in subsections (2) and (3) of this section, the limited liability company agreement governs:\n(a) Relations among the members as members and between the members and the limited liability company; and\n(b) The rights and duties under this chapter of a person in the capacity of manager.\n(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.\n(3) A limited liability company agreement may not:\n(a) Vary a limited liability company's power under RCW 25.15.031 to sue, be sued, and defend in its own name;\n(b) Vary the law applicable to a limited liability company under RCW 25.15.033;\n(c) Eliminate or limit the duties of a member or manager in a manner prohibited by RCW 25.15.038(6);\n(d) Eliminate or limit the liability of a member or manager in a manner prohibited by RCW 25.15.038(7);\n(e) Indemnify a member or manager in a manner prohibited by RCW 25.15.041;\n(f) Vary the requirements of RCW 25.15.086;\n(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;\n(h) Vary the power of a manager to resign under RCW 25.15.176;\n(i) Vary the requirements of RCW 25.15.231;\n(j) Eliminate or limit the liability of a member, manager, or transferee under RCW 25.15.236;\n(k) Vary the power of a court to decree dissolution in the circumstances specified in RCW 25.15.274;\n(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);\n(m) Unreasonably restrict the right to maintain an action under Article X of this chapter;\n(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\n(o) Restrict the rights under this chapter of a person other than a member, a transferee, or a manager.","path":["Title 25","Chapter 25.15"],"source_url":"https://app.leg.wa.gov/rcw/default.aspx?cite=25.15.018","current_through":"July 15, 2026","vintage":"","retrieved_at":"2026-09-06T01:40:49Z","sha256":"5246ead527080a31ae47b7dbb60a2fa9fc52184939c0406e90008cc3df83abf4","source_id":"us-wa","stale":false,"prev":"us-wa/rcw-25.15.016","next":"us-wa/rcw-25.15.021"},"notice":"GroundRules: Original legal text. Not legal advice."}