Revised Code of Washington
Wash. Rev. Code § 25.15.386 (2026)
Right to bring action
✓ current as of May 2026
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A member may bring a derivative action to enforce a right of a limited liability company if:
(1) The member first makes a demand on the members in a member-managed limited liability company, or on the managers of a manager-managed limited liability company, requesting that they cause the limited liability company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or
(2) A demand would be futile.
[ 2015 c 188 s 75.]
Notes of Decisions
Cited in 3
cases (3 in the last 5 years), 2025–2026 · leading case: Selina Boland, Res/cross-app, V. Shu-mei Wang & Beijing Men, App/cross-res (Wash. Ct. App. 2026).
Selina Boland, Res/cross-app, V. Shu-mei Wang & Beijing Men, App/cross-res (Wash. Ct. App. 2026). “Boland sought to add a statutory derivative claim on behalf of BCH under RCW 25.15.386 3 for Wang’s wrongful withdrawal of $433,700 from BCH’s bank account exceeding her capital contributions and share of profits.”
Li David Yi, V. The Xcj Llc (Wash. Ct. App. 2025). “1; RCW 25.15.386, .396. However, “[d]erivative suits are disfavored and may be brought only in exceptional circumstances.”
Oleg A. Kiforenko V. Ross H. Moore, Et Ano (Wash. Ct. App. 2025). “” RCW 25.15.386, .391. Similarly, “fiduciary duties arise from the [members’] relationship to each other.”
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