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

Wash. Rev. Code § 25.15.116 (2026)

Admission of members

✓ current as of May 2026
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(1) In connection with the admission of the initial member or members of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company upon the later to occur of:
(a) The formation of the limited liability company; or
(b) The time provided in the limited liability company agreement or, if the limited liability company agreement does not so provide or does not exist, when the person's admission is reflected in the records of the limited liability company.
(2) After the admission of the initial member or members of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company:
(a) In the case of a person acquiring a limited liability company interest directly from the limited liability company, at the time provided in the limited liability company agreement or, if the limited liability company agreement does not so provide or does not exist, upon the consent of all members and when the person's admission is reflected in the records of the limited liability company;
(b) In the case of a transferee of a limited liability company interest, upon compliance with any procedure for admission provided in the limited liability company agreement or, if the limited liability company agreement does not so provide or does not exist, upon the consent of all members and when the person's admission is reflected in the records of the limited liability company agreement;
(c) In the case of a person being admitted as a member of a surviving or resulting limited liability company pursuant to a merger or conversion approved in accordance with this chapter, as provided in the limited liability company agreement of the surviving or resulting limited liability company or in the agreement of merger or plan of merger or conversion, and in the event of any inconsistency, the terms of the agreement of merger or plan of merger or conversion control; and in the case of a person being admitted as a member of a limited liability company pursuant to a merger or conversion in which such limited liability company is not the surviving or resulting limited liability company in the merger or conversion, as provided in the limited liability company agreement of such limited liability company; or
(d) In the case of a transferee acquiring all of the transferor's limited liability company interest from a transferor that is the only member of the limited liability company, upon the effectiveness of the transfer.
(3) A person may be admitted as a member of a limited liability company without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
[ 2022 c 42 s 303; 2015 c 188 s 25.]
Notes of Decisions
Cited in 7 cases (4 in the last 5 years), 2018–2025 · leading case: Starr Indem. & Liab. Co. v. Point Ruston LLC (W.D. Wash. 2021).
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Starr Indem. & Liab. Co. v. Point Ruston LLC (W.D. Wash. 2021). · cites it 2× “RCW 25.15.116(2)(a) (2020); Del. Code Ann.”
Safe Acquisition v. Gf Prot. Inc (Wash. Ct. App. 2018). “addition, SAFE does not contend, and nothing in the record reflects, 13 In that SAFE satisfied the statutory requirements in RCW 25.15.116(2)for admitting new members to a limited liability corporation.”
Samuel Krautscheid v. James [A.] E. Klaustermeyer, Sr. (Wash. Ct. App. 2021). “DISTRIBUTION FOR GOODWILL Krautscheid’s third argument on appeal is that the trial court erred in denying his claim for a proportionate share of the contracts and business opportunities owned by the 2016 unnamed partnership and realized in subsequent years.”
Braddock v. Maresca (W.D. Wash. 2019). “The statute calls an entity that has a right to receive distributions, but has not been 17 admitted as a member, a “transferee,” see RCW 25.15.116(2)(b), while the Operating 18 Agreement employs the term “Assignee,” see Operating Agreement at art.”
Young v. Ditech Fin. LLC (W.D. Wash. 2019). “, RCW 25.15.116. Mr. 9 || Young does not assert that the directors he lists are all Ditech members, and if so, 10 || whether the list of directors is the complete list of Ditech members.”
Lee Jorgensen, V. Natalie Sears Nka Natalie Yuse (Wash. Ct. App. 2025). “See RCW 25.15.116 (LLC membership requirements).”
Oleg A. Kiforenko V. Ross H. Moore, Et Ano (Wash. Ct. App. 2025). “2 comports with the applicable statute, RCW 25.15.116, which allows admission of members as follows, in relevant part: Admission of members.”
Wash. Rev. Code § 25.15.116(2): 1 case
Safe Acquisition v. Gf Prot. Inc (Wash. Ct. App. 2018). “addition, SAFE does not contend, and nothing in the record reflects, 13 In that SAFE satisfied the statutory requirements in RCW 25.15.116(2)for admitting new members to a limited liability corporation.”
Wash. Rev. Code § 25.15.116(2)(a): 1 case
Starr Indem. & Liab. Co. v. Point Ruston LLC (W.D. Wash. 2021). “RCW 25.15.116(2)(a) (2020); Del. Code Ann.”
Wash. Rev. Code § 25.15.116(2)(b): 1 case
Braddock v. Maresca (W.D. Wash. 2019). “The statute calls an entity that has a right to receive distributions, but has not been 17 admitted as a member, a “transferee,” see RCW 25.15.116(2)(b), while the Operating 18 Agreement employs the term “Assignee,” see Operating Agreement at art.”
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