Wash. Rev. Code » Title 25 · Chapter 25.15
Revised Code of Washington

Wash. Rev. Code § 25.15.018 (2026)

Effect of limited liability company agreement—Nonwaivable provisions

✓ current as of May 2026
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(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.
[ 2015 c 188 s 5.]
Notes of Decisions
Cited in 6 cases (3 in the last 5 years), 2016–2026 · leading case: Deborah Burksfield v. LSI Props., LLC (Wash. Ct. App. 2018).
Sort: Relevance Newest Treatment
Deborah Burksfield v. LSI Props., LLC (Wash. Ct. App. 2018). · cites it 2× “Under RCW 25.15.018(1), the LLC agreement governs at most (because there are exceptions) “[r]elations among the members as members and between the members and the limited liability company; and .”
Michael Scott Fladseth & Brickstone Holdings Llc, V. Moses Land Grow, Llc (Wash. Ct. App. 2021). · cites it 2× “But under RCW 25.15.018(1), the limited liability company agreement governs relations among members.”
William J. Johnston v. Jung S. Peach (Wash. Ct. App. 2026). · cites it 2× “” RCW 25.15.018(1)(a)-(b). To the extent an operating agreement does not cover these matters, the provisions of chapter 25.”
Rick A. Holman v. Brian W. Brady (Wash. Ct. App. 2016). “050 (1994); current RCW 25.15.018; former RCW 25.15.800(2) (1994); and current RCW 25.”
Htp, Inc. v. Jc Aviation Investments, Llc (Wash. Ct. App. 2021). “265 and RCW 25.15.018(3)(k) limit this authority to superior courts.”
Braddock v. Maresca (W.D. Wash. 2019). “15 “contain a number of default 1 provisions on matters in the event an LLC agreement is silent” (citing RCW 25.15.018 & 2 .801 (2016) and RCW 25.”
— Wash. Rev. Code § 25.15.018(1) — 2 cases
Deborah Burksfield v. LSI Props., LLC (Wash. Ct. App. 2018). “Under RCW 25.15.018(1), the LLC agreement governs at most (because there are exceptions) “[r]elations among the members as members and between the members and the limited liability company; and .”
Michael Scott Fladseth & Brickstone Holdings Llc, V. Moses Land Grow, Llc (Wash. Ct. App. 2021). “But under RCW 25.15.018(1), the limited liability company agreement governs relations among members.”
— Wash. Rev. Code § 25.15.018(1)(a) — 1 case
William J. Johnston v. Jung S. Peach (Wash. Ct. App. 2026). “” RCW 25.15.018(1)(a)-(b). To the extent an operating agreement does not cover these matters, the provisions of chapter 25.”
— Wash. Rev. Code § 25.15.018(2) — 2 cases
Michael Scott Fladseth & Brickstone Holdings Llc, V. Moses Land Grow, Llc (Wash. Ct. App. 2021). “But under RCW 25.15.018(1), the limited liability company agreement governs relations among members.”
William J. Johnston v. Jung S. Peach (Wash. Ct. App. 2026). “” RCW 25.15.018(1)(a)-(b). To the extent an operating agreement does not cover these matters, the provisions of chapter 25.”
— Wash. Rev. Code § 25.15.018(3)(a) — 1 case
Deborah Burksfield v. LSI Props., LLC (Wash. Ct. App. 2018). “Under RCW 25.15.018(1), the LLC agreement governs at most (because there are exceptions) “[r]elations among the members as members and between the members and the limited liability company; and .”
— Wash. Rev. Code § 25.15.018(3)(k) — 1 case
Htp, Inc. v. Jc Aviation Investments, Llc (Wash. Ct. App. 2021). “265 and RCW 25.15.018(3)(k) limit this authority to superior courts.”
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