[WSBARP] Judicial Dissolution of LLC (RCW 25.15.274) vs LLC provision prohibiting dissolution?

[Rob Rowley]

Assume Washington LLC with real estate.  LLC operating agreement contains
provision expressly waving right to court decree of dissolution.  “Each
party hereby waives and renounces its right to seek a court order or
dissolution or to seek the appointment by the court of a liquidator for the
company.”



However, RCW 25.15.274 provides that a manager or member can seek judicial
dissolution under certain facts.

*RCW 25.15.274*

*Judicial dissolution.*

On application by a member or manager the superior courts may order
dissolution of a limited liability company whenever: (1) It is not
reasonably practicable to carry on the limited liability company's
activities in conformity with the certificate of formation and the limited
liability company agreement; or (2) other circumstances render dissolution
equitable.



About 10 years ago I defended an LLC member who had a 50% interest in a
very successful commercial building against two members who wanted to
retire and have the other 50%.  LLC operating agreement did not contain a
provision that expressly waived the right to seek a judicial dissolution,
but it had something similar.  The Superior Court judge ruled against my
client and granted dissolution even though the company was quite profitable
and not really deadlocked.  A couple of the members wanting to retire was
sufficient ground to allow dissolution. That litigation was under the older
status RCW 25.15.270.



Your thoughts?







[image: image002.jpg at 01D33EAD]*Robert R. Rowley* | Attorney at Law

7 S. Howard St, Suite 218

Spokane, WA  99201

Telephone: (509) 252-5074

Mobile: (509) 994-1143

Facsimile: (509) 928-3084

Email: rob at rowleylegal.com

Web Site: www.rowleylegal.com



Practice concentrated on business, real estate and general legal matters in
Washington and Idaho.



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