Revised Code of Washington
Wash. Rev. Code § 25.15.131 (2025)
Member dissociation
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(1) A person is dissociated as a member of a limited liability company upon the occurrence of one or more of the following events:
(a) The member dies or withdraws from the limited liability company as provided in subsection (2) of this section;
(b) The transfer of all of the member's transferable interest in the limited liability company;
(c) The member is removed as a member in accordance with the limited liability company agreement;
(d) The occurrence of an event upon which the member ceases to be a member under the limited liability company agreement;
(e) The person is a corporation, limited liability company, general partnership, or limited partnership, and the person is removed as a member by the unanimous consent of the other members, which may be done under this subsection (1)(e) only if:
(i) The person has filed articles of dissolution, a certificate of dissolution or the equivalent, or the person has been administratively or judicially dissolved, or its right to conduct business has been suspended or revoked by the jurisdiction of its incorporation, or the person has otherwise been dissolved; and
(ii) The dissolution has not been revoked or the person or its right to conduct business has not been reinstated within ninety days after the limited liability company notifies the person that it will be removed as a member for any reason identified in (e)(i) of this subsection;
(f) Unless all other members otherwise agree at the time, the member (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) becomes the subject of an order for relief in bankruptcy proceedings; (iv) files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of the nature described in (f)(i) through (iv) of this subsection; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties;
(g) Unless all other members otherwise agree at the time, if within one hundred twenty days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his or her consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties, the appointment is not vacated or stayed, or within ninety days after the expiration of any stay, the appointment is not vacated; or
(h) Unless all other members otherwise agree at the time, in the case of a member who is an individual, the entry of an order by a court of competent jurisdiction adjudicating the member as being subject to a conservatorship under RCW 11.130.360.
(2) A member may withdraw from a limited liability company at any time. The withdrawn member or transferee shall have no right to payment from the limited liability company as a consequence of its withdrawal.
(3) When a person is dissociated as a member of a limited liability company:
(a) The person's right to participate as a member in the management and conduct of the limited liability company's activities terminates;
(b) If the limited liability company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and
(c) Subject to subsection (5) of this section, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.
(4) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the limited liability company or the other members which the person incurred while a member.
Notes:
Effective dates—2020 c 312: See note following RCW 11.130.915.
Notes of Decisions
Cited in 5
cases (3 in the last 5 years), 2018–2026 · leading case: Timberland Bank v. Shawn Mesaros, No. 50207-1 (Wash. Ct. App. May 15, 2018).
Timberland Bank v. Shawn Mesaros, No. 50207-1 (Wash. Ct. App. May 15, 2018). “Timberland Bank further asserted that once 100 percent of his transferable interest in the LLC was transferred, Mesaros was “dissociated pursuant to RCW 25.15.131(1)(b)”6 and could not participate in the management of the LLC.”
James D. Aitkins, V. Beverly Grant Law Firm, Ps, No. 60541-4 (Wash. Ct. App. Apr. 28, 2026). “The law firm cited former RCW 25.15.131(2) (2015), the statute that was in force when Aitkins sent his demand letter, which stated that a member of an LLC “may not withdraw from the [LLC] without the written consent of all other members.”
Oleg A. Kiforenko V. Ross H. Moore, Et Ano, No. 86701-6 (Wash. Ct. App. Dec. 29, 2025). “RCW 25.15.131(1)(a), (3)(a). After the member’s death, “the deceased member’s personal representative or other legal representative may exercise the rights of a transferee .”
Troy Brower v. Daniel Hoerner, No. 36442-9 (Wash. Ct. App. Mar. 17, 2020). “RCW 25.15.131 provides in relevant part: (1) A person is dissociated as a member of a limited liability company upon the occurrence of one or more of the following events: (a) The member dies or withdraws by voluntary act from the limited liability company as provided in…”
Helsell Fetterman, LLP, V. 3320 Mlk, LLC, No. 81406-1 (Wash. Ct. App. July 19, 2021). “RCW 25.15.131(1)(b). Haglund gave Gribben the supersedeas bond within the 10 day window to stay execution of judgment.”
Wash. Rev. Code § 25.15.131(1)(a): 1 case
Oleg A. Kiforenko V. Ross H. Moore, Et Ano, No. 86701-6 (Wash. Ct. App. Dec. 29, 2025). “RCW 25.15.131(1)(a), (3)(a). After the member’s death, “the deceased member’s personal representative or other legal representative may exercise the rights of a transferee .”
Wash. Rev. Code § 25.15.131(1)(b): 2 cases
Timberland Bank v. Shawn Mesaros, No. 50207-1 (Wash. Ct. App. May 15, 2018). “Timberland Bank further asserted that once 100 percent of his transferable interest in the LLC was transferred, Mesaros was “dissociated pursuant to RCW 25.15.131(1)(b)”6 and could not participate in the management of the LLC.”
Helsell Fetterman, LLP, V. 3320 Mlk, LLC, No. 81406-1 (Wash. Ct. App. July 19, 2021). “RCW 25.15.131(1)(b). Haglund gave Gribben the supersedeas bond within the 10 day window to stay execution of judgment.”
Wash. Rev. Code § 25.15.131(2): 1 case
James D. Aitkins, V. Beverly Grant Law Firm, Ps, No. 60541-4 (Wash. Ct. App. Apr. 28, 2026). “The law firm cited former RCW 25.15.131(2) (2015), the statute that was in force when Aitkins sent his demand letter, which stated that a member of an LLC “may not withdraw from the [LLC] without the written consent of all other members.”
Wash. Rev. Code § 25.15.131(3)(a): 1 case
Timberland Bank v. Shawn Mesaros, No. 50207-1 (Wash. Ct. App. May 15, 2018). “Timberland Bank further asserted that once 100 percent of his transferable interest in the LLC was transferred, Mesaros was “dissociated pursuant to RCW 25.15.131(1)(b)”6 and could not participate in the management of the LLC.”
Wash. Rev. Code § 25.15.131(5): 1 case
Oleg A. Kiforenko V. Ross H. Moore, Et Ano, No. 86701-6 (Wash. Ct. App. Dec. 29, 2025). “RCW 25.15.131(1)(a), (3)(a). After the member’s death, “the deceased member’s personal representative or other legal representative may exercise the rights of a transferee .”
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