LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Washington
At a glance
| Governing law, member status exit, and scope | Washington Limited Liability Company Act, RCW ch. 25.15, especially §§ 25.15.006(23) and 25.15.131; ordinary domestic LLC member withdrawal, removal, automatic events, and consequences. Member, manager, transferee, and transferable interest remain distinct (§§ 25.15.006, .131, .161, .251) |
|---|---|
| Operating agreement, articles, and status-exit limits | LLC agreement governs member/company relations, may define member removal or other cessation events, classes/votes, and consequences; Act supplies defaults when silent. It cannot eliminate protected duty/liability floors, required records/reasonable information, court dissolution, specified filings/winding up, or outsider rights (§§ 25.15.018, .038, .121, .131(1)(c)-(d), .136) |
| Voluntary withdrawal: power, right, notice, and effective date | Member may withdraw anytime by written notice to LLC of intent to surrender all transferable interest and member rights. Effective on later of LLC receipt or notice's stated date. No advance period, company consent, acceptance, or separate public filing; withdrawn member/transferee has no payment right from LLC because of withdrawal (§§ 25.15.006(23), 25.15.131(1)(a), (2)) |
| Wrongful dissociation, damages, and other liability | Chapter 25.15 states no general 'wrongful dissociation' category, premature-exit schedule, or causation-based exit-damages formula. Agreement/other law may govern breach; § 25.15.131 separately preserves pre-exit debt, obligation, and liability without creating wrongful-exit damages (§§ 25.15.018, 25.15.131(4)) |
| Agreement-based and unanimous-consent expulsion | Agreement-based removal or event causes dissociation. Other members may unanimously remove a corporation, LLC, general/limited partnership only for specified dissolution/suspension/revocation status uncured within 90 days after LLC notice. No default general majority, no-cause, illegality, or complete-transfer expulsion vote; full transferable-interest transfer independently dissociates (§§ 25.15.121(2)(f), 25.15.131(1)(b)-(e)) |
| Judicial expulsion: applicant, procedure, and grounds | No ordinary judicial member-expulsion applicant or conduct/breach/continuation grounds in member-dissociation section. Member or manager may instead seek entity dissolution for impracticability under certificate/agreement or other equitable circumstances; that remedy is not member expulsion (§ 25.15.274) |
| Death, incapacity, insolvency, entity, and transaction events | Events: death; full transferable-interest transfer; agreement removal/event; specified entity-status removal; broad voluntary insolvency/relief/receiver events; undismissed involuntary proceeding after 120 days or unvacated receiver after 90 days; and individual conservatorship order. Other members may waive insolvency/conservatorship dissociation at the time. No separate incapacity, trust/estate distribution, merger, conversion, or domestication event (§§ 25.15.121(2)(g), 25.15.131(1)) |
| Management, voting, authority, and post-exit duties | Member management ends; in member-managed LLC, member fiduciary duties end for post-dissociation matters/events. Member and manager capacities are separate, so dissociation is not stated to end separately held manager office. Death representative has specified transferee and estate-settlement records rights (§§ 25.15.131(3), (5), 25.15.154, 25.15.161) |
| Transferable interest, distributions, buyout, and economics | Voluntary withdrawal surrenders all transferable interest/member rights and creates no payment right. For other dissociation, any retained transferable interest becomes solely transferee economics; full transfer leaves economics with transferee. No automatic buyout, redemption, fair-value payment, or distribution; death representative has narrow overlay (§§ 25.15.006(21), (23), 25.15.131(2)-(3), (5), 25.15.251) |
| Prior liability, information, records, filings, and dissolution | Dissociation does not discharge prior liability. Good-faith former member may inspect principal-office records for membership/transferee period under particularity/direct-connection conditions; no prompt public dissociation filing. Last-member exit dissolves after 90 days unless transferees vote to admit member by deadline (§§ 25.15.131(4), 25.15.136(4)-(7), 25.15.265(4)) |
Requirements one by one
Written notice both withdraws and surrenders the interest
Under RCW 25.15.006(23), withdrawal means written notice to the LLC of the member's intent to surrender all transferable interest and member rights to the company. It takes effect on the later of LLC receipt or the date stated in the notice. RCW 25.15.131(2) says a member may withdraw at any time.
The statute states no advance period, company-consent, acceptance, or separate public-filing condition. It also says the withdrawn member or transferee has no right to payment from the LLC because of the withdrawal. This is not the retained-economic-interest model that applies to many other dissociation events.
Agreement removal and entity removal have different rules
The LLC agreement may provide member removal and other status-ending events. RCW 25.15.018 makes the agreement govern internal member/company relations where valid, while preserving the listed duty, liability, records, court, winding-up, and outsider protections.
The other members may unanimously remove a corporation, LLC, general partnership, or limited partnership only after the specified dissolution, suspension, or revocation condition remains uncured 90 days after LLC notice. There is no general statutory majority or no-cause removal route. A full transferable-interest transfer independently causes dissociation rather than merely creating an expulsion option.
Insolvency and conservatorship events can be waived at the time
The voluntary insolvency list covers a creditor assignment, voluntary bankruptcy, an order for relief, specified relief pleadings, and consensual trustee/receiver/liquidator appointment. An involuntary proceeding has a 120- day dismissal window; a nonconsensual trustee, receiver, or liquidator has a 90-day vacation-or-stay rule and another 90-day post-stay rule.
An individual also dissociates on the stated conservatorship order. Each of those insolvency and conservatorship branches begins “unless all other members otherwise agree at the time,” and RCW 25.15.121(2)(g) supplies the all- member waiver approval. Death and full transferable-interest transfer are separate unqualified events. Trust or estate distribution can trigger the full- transfer rule under § 25.15.251(6), but substitution of a fiduciary alone is not a transfer.
There is no judicial-expulsion or wrongful-exit code
Chapter 25.15 states no ordinary judicial member-expulsion applicant or conduct, breach, or continuation grounds. A member or manager may seek company dissolution under RCW 25.15.274 for impracticability under the certificate/ agreement or other equitable circumstances; that is not member expulsion.
The chapter also does not define “wrongful dissociation,” list premature exits, or create causation-based exit damages. Agreement breach and other remedies may matter, but § 25.15.131(4) separately preserves debt, obligation, and liability incurred while a member.
Governance ends; economics depend on the exit event
Under RCW 25.15.131(3), member management ends. In a member-managed LLC, member fiduciary duties end for post-dissociation matters and events. A retained transferable interest becomes owned solely as a transferee interest, which under RCW 25.15.251 carries distributions rather than member governance or ordinary information.
The economic result depends on how status ended. Voluntary withdrawal surrenders the interest to the LLC without payment; a full transfer places the economics with the transferee; another event can leave the former member as the transferee. The Act creates no automatic buyout, redemption, fair-value payment, or dissociation distribution.
Member and manager capacities remain distinct. RCW 25.15.154 permits a nonmember manager, and RCW 25.15.161 preserves both capacities when one person has both. The dissociation section does not state that member exit automatically ends a separately held manager office.
Former-member records and last-member continuation are separate
Under RCW 25.15.136(6)-(7), a good-faith dissociated member may inspect the required principal-office records for the period when the person was a member or transferee. The person must meet the particularity, member-interest-purpose, and direct-connection requirements, and the LLC responds through the statutory record process. Transferee status alone does not carry those rights, subject to the estate/legal-disability exceptions.
Article 4 states no prompt public dissociation filing. If the last member leaves, RCW 25.15.265(4) dissolves the LLC after 90 days unless those holding transferee rights vote by the deadline to admit one or more members as though they were members.
What trips people up
- Withdrawal surrenders, rather than retains, economics. The written notice covers all transferable interest and member rights and produces no payment.
- Full transfer is automatic dissociation. No separate expulsion vote is needed for that branch.
- Some automatic events are waivable at the time. The insolvency and conservatorship clauses expressly preserve an all-other-member override.
- Former-member and transferee records rights differ. A dissociated member has a period-limited statutory route that an ordinary transferee lacks.
Common questions
May a Washington member withdraw at any time?
Yes, by the statutory written notice surrendering all transferable interest and member rights to the LLC.
When is withdrawal effective?
On the later of the date the LLC receives the written notice or the date stated in that notice.
Must the LLC pay for the withdrawn interest?
No. RCW 25.15.131(2) expressly says withdrawal creates no payment right.
What happens if the last member leaves?
Transferee-right holders have 90 days to vote to admit a member before the LLC dissolves under RCW 25.15.265(4).
Statutes and sources
- RCW 25.15.006, 25.15.018, and 25.15.121 — withdrawal definition, agreement hierarchy, nonwaivable floors, and member approvals. Official current Chapter 25.15 (accessed August 30, 2026).
- RCW 25.15.131 — withdrawal, removal, automatic events, management, duties, economics, liability, and estate rights. Official current section (accessed August 30, 2026).
- RCW 25.15.136, 25.15.154, 25.15.161, and 25.15.251 — former-member records, manager separation, and transferee economics. Official current Chapter 25.15 (accessed August 30, 2026).
- RCW 25.15.265 and 25.15.274 — last-member and judicial-dissolution boundaries. Official current Chapter 25.15 (accessed August 30, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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