Changes to the Washington LLC Act and New Uniform Business Organizations Code (Hub)

Effective January 1, 2016, a new Washington Limited Liability Company Act will go into effect in conjunction with a new Uniform Business Code or “Hub” Bill. The Hub Bill creates more consistency among the various business organization statutes (corporations, partnerships, limited liability companies and for-profit and non-profit requirements), such as timeframes for administrative dissolution and reinstatement. This article, by an attorney involved with creating the revised LLC Act, provides a great summary:

Selected changes made by the Act are highlighted here:

·      Member or Manager management designation is no longer designated on the Certificate of Formation

·      Oral LLC agreements, beyond the statutory default, are permissible and, as a result, written operating agreements may be modified by deviation in practice from written policies

·      There is now a definitive list of operational procedures that are deemed “nonwaivable” compiled in one area of the Act (RCW 25.15.18)

·      A board or committee may now be designated as the LLC Manager;

·      Expanded access to records for members, but along with this an expanded list of reasons that are required to be shown as a basis for access to those records