2011 Washington Code
Title 25 Partnerships
25.15 Limited liability companies.
25.15.085 Execution.

(1) Each document required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner, or in compliance with the rules established to facilitate electronic filing under RCW 25.15.007, except as set forth in RCW 25.15.105(4)(b):

     (a) Each original certificate of formation must be signed by the person or persons forming the limited liability company;

     (b) A reservation of name may be signed by any person;

     (c) A transfer of reservation of name must be signed by, or on behalf of, the applicant for the reserved name;

     (d) A registration of name must be signed by any member or manager of the foreign limited liability company;

     (e) A certificate of amendment or restatement must be signed by at least one manager, or by a member if management of the limited liability company is reserved to the members;

     (f) A certificate of dissolution must be signed by the person or persons authorized to wind up the limited liability company's affairs pursuant to RCW 25.15.295(3);

     (g) If a surviving domestic limited liability company is filing articles of merger, the articles of merger must be signed by at least one manager, or by a member if management of the limited liability company is reserved to the members, or if the articles of merger are being filed by a surviving foreign limited liability company, limited partnership, or corporation, the articles of merger must be signed by a person authorized by such foreign limited liability company, limited partnership, or corporation; and

     (h) A foreign limited liability company's application for registration as a foreign limited liability company doing business within the state must be signed by any member or manager of the foreign limited liability company.

     (2) Any person may sign a certificate, articles of merger, limited liability company agreement, or other document by an attorney-in-fact or other person acting in a valid representative capacity, so long as each document signed in such manner identifies the capacity in which the signator signed.

     (3) The person executing the document shall sign it and state beneath or opposite the signature the name of the person and capacity in which the person signs. The document must be typewritten or printed, and must meet such legibility or other standards as may be prescribed by the secretary of state.

     (4) The execution of a certificate or articles of merger by any person constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

[2010 c 196 § 3; 2002 c 74 § 17; 2001 c 307 § 3; 1995 c 337 § 16; 1994 c 211 § 204.]

Notes:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     Effective date -- 2001 c 307: See note following RCW 23B.16.220.

     Effective date -- 1995 c 337: See note following RCW 25.15.005.