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

Wash. Rev. Code § 25.15.126 (2026)

Liability of members and managers to third parties

✓ current as of May 2026
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(1) Except as otherwise provided by this chapter, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations, and liabilities of the limited liability company; and no member or manager of a limited liability company is obligated personally for any such debt, obligation, or liability of the limited liability company solely by reason of being or acting as a member or manager respectively of the limited liability company.
(2) Notwithstanding subsection (1) of this section, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of the limited liability company.
(3) A member or manager of a limited liability company is personally liable for such person's own torts.
[ 2015 c 188 s 27.]
Notes of Decisions
Cited in 6 cases (4 in the last 5 years), 2019–2026 · leading case: Northgate Ventures Llc v. Geoffrey H. Garrett Pllc, 450 P.3d 1210 (Wash. Ct. App. 2019).
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Northgate Ventures Llc v. Geoffrey H. Garrett Pllc, 450 P.3d 1210 (Wash. Ct. App. 2019). · cites it 4× “RCW 25.15.126 provides limited liability for members of an LLC.”
Janton Constr., Llc, Resp V. Royal Concentrates, Llc, Apps (Wash. Ct. App. 2024). · cites it 2× “Piercing the Corporate Veil When an LLC itself incurs debts, obligations, or liabilities, the members of the LLC are not usually personally liable when they have done nothing more than exist as members.”
Vladan R. Milosavljevic v. Margaret L. Curtis (Wash. Ct. App. 2019). “Here, under the loan agreement, Milosavljevic owed an amount to the Curtises. Milosavljevic’s expenditures, personal services, and conveyance of the Kenmore parcel, however, benefitted Hidden Creek.”
Richard Dauenhauer & Clifford Hanson, V. David Sanders D/b/a Thc Law Grp. (Wash. Ct. App. 2023). “First, the corporate structure of limited liability companies such as CMJ protects members from being held personally liable for the company’s liabilities if they are being sued purely in their capacity as members.”
Breanna Dee Madrid (Bankr. W.D. Wash. 2022). “See RCW 25.15.126 (“[N]o member or manager of a limited liability 26 company is obligated personally for any such debt, obligation, or liability of the limited 27 liability company solely by reason of being or acting as a member or manager respectively 1 of the limited liability…”
Robert Sydow v. Douglass Props., LLC (Wash. Ct. App. 2026). “RCW 25.15.126. Moreover, Sydow did not sign the segregation documents.”
— Wash. Rev. Code § 25.15.126(1) — 2 cases
Richard Dauenhauer & Clifford Hanson, V. David Sanders D/b/a Thc Law Grp. (Wash. Ct. App. 2023). “First, the corporate structure of limited liability companies such as CMJ protects members from being held personally liable for the company’s liabilities if they are being sued purely in their capacity as members.”
Janton Constr., Llc, Resp V. Royal Concentrates, Llc, Apps (Wash. Ct. App. 2024). “Piercing the Corporate Veil When an LLC itself incurs debts, obligations, or liabilities, the members of the LLC are not usually personally liable when they have done nothing more than exist as members.”
— Wash. Rev. Code § 25.15.126(2) — 1 case
Northgate Ventures Llc v. Geoffrey H. Garrett Pllc, 450 P.3d 1210 (Wash. Ct. App. 2019). “RCW 25.15.126 provides limited liability for members of an LLC.”
— Wash. Rev. Code § 25.15.126(3) — 1 case
Janton Constr., Llc, Resp V. Royal Concentrates, Llc, Apps (Wash. Ct. App. 2024). “Piercing the Corporate Veil When an LLC itself incurs debts, obligations, or liabilities, the members of the LLC are not usually personally liable when they have done nothing more than exist as members.”
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