2011 Washington Code
Title 25 Partnerships
25.15 Limited liability companies.
25.15.293 Dissolution under RCW 25.15.270 -- Revocation -- Approval required -- When effective.

(1) A limited liability company dissolved under RCW 25.15.270 (2) or (3) that has filed a certificate of dissolution under RCW 25.15.273 may revoke its dissolution within one hundred twenty days of filing its certificate of dissolution.

     (2)(a) Except as provided in (b) of this subsection, revocation of dissolution must be approved in the same manner as the dissolution was approved unless that approval permitted revocation in some other manner, in which event the dissolution may be revoked in the manner permitted.

     (b) If dissolution occurred upon the happening of events specified in the limited liability company agreement, revocation of dissolution must be approved in the manner necessary to amend the provisions of the limited liability company agreement specifying the events of dissolution.

     (3) After the revocation of dissolution is approved, the limited liability company may revoke the dissolution and the certificate of dissolution by delivering to the secretary of state for filing a certificate of revocation of dissolution that sets forth:

     (a) The name of the limited liability company and a statement that the name satisfies the requirements of RCW 25.15.010; if the name is not available, the limited liability company must file a certificate of amendment changing its name with the certificate of revocation of dissolution;

     (b) The effective date of the dissolution that was revoked;

     (c) The date that the revocation of dissolution was approved;

     (d) If the limited liability company's managers revoked the dissolution, a statement to that effect;

     (e) If the limited liability company's managers revoked a dissolution approved by the company's members, a statement that revocation was permitted by action by the managers alone pursuant to that approval; and

     (f) If member approval was required to revoke the dissolution, a statement that revocation of the dissolution was duly approved by the members in accordance with subsection (2) of this section.

     (4) Revocation of dissolution and revocation of the certificate of dissolution are effective upon the filing of the certificate of revocation of dissolution.

     (5) When the revocation of dissolution and revocation of the certificate of dissolution are effective, they relate back to and take effect as of the effective date of the dissolution and the limited liability company resumes carrying on its activities as if the dissolution had never occurred.

[2010 c 196 § 8; 2009 c 437 § 3.]