LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Washington

At a glance

Requirements one by one

The LLC agreement creates the procedure

Under RCW 25.15.018(1)-(3), the LLC agreement governs member relations and manager rights and duties; Chapter 25.15 fills gaps. The agreement cannot vary specified court, outsider, information, winding-up, resignation, and member- action protections.

Under RCW 25.15.121(1)-(5), the agreement may build classes and groups, withhold votes, authorize action without any member or class vote, choose per- capita, profit-share, class, group, or another basis, and define meeting notice, waiver, record date, quorum, proxy, and no-meeting consent.

The statutory default is member headcount

A majority of members ordinarily approves member action. Under RCW 25.15.151(1) and RCW 25.15.154(1), that same headcount majority decides an ordinary member-managed difference and selects or removes managers in a manager-managed company.

Thirteen listed categories require every member, including governing-document amendments, action contrary to the agreement, admissions, member removal, dissociation waiver, contribution compromise, dissolution, conversion, substantially-all-property disposition, and any other outside-course act. These are approval categories, not conclusions about substantive validity.

Chapter 25.15 has no general meeting code

The Act states no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date default. Section 25.15.121(5) instead authorizes the LLC agreement to set each of those rules.

Remote participation is not separately addressed

The current chapter states no general conference-call, video, hearing-capable- equipment, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. The agreement and other applicable law must define any remote process.

Proxy voting depends on the agreement

Section 25.15.121(5) permits the agreement to provide voting in person or by proxy. The chapter does not independently state a default member-proxy authorization, required appointment form or signature, electronic method, duration, revocation, death/incapacity effect, or irrevocability rule.

No-meeting consent also depends on the agreement

The agreement may authorize action by consent without a meeting and state the record date and other mechanics. Chapter 25.15 itself does not prescribe a member-consent signature, writing or electronic form, delivery, collection period, counterpart, pre-effectiveness revocation, future-time/event mechanism, or follow-up notice to nonconsenting or nonvoting members.

Under RCW 25.15.136(1)(f), (3)(b), however, the LLC must keep for three years any record it makes of a member consent or vote. Qualifying members may inspect meeting excerpts and records of no-meeting action.

What trips people up

• Headcount is only the default. The agreement can use profit shares, classes, groups, or another measure and can withhold votes entirely.
• The unanimous list is long. The general majority does not control the thirteen § 25.15.121(2) categories.
• The Act recognizes agreement-created proxy and consent procedure. It does not itself supply a standard proxy form or written-consent route.
• Records matter even though form is flexible. If the LLC makes a record of a member vote or consent, it must retain that record for three years.

Common questions

Is a Washington LLC member's vote weighted by ownership percentage?

Not under the default, which uses member headcount. The agreement may choose profit-share or another basis.

May Washington LLC members act without a meeting?

The LLC agreement may authorize no-meeting consent and specify its procedure. Chapter 25.15 does not provide a standalone default consent route.

Does Washington provide a statutory member-proxy form?

No. The agreement may authorize proxy voting, but the chapter does not state a default appointment form, duration, or revocation rule.

Must nonconsenting members receive notice afterward?

Chapter 25.15 states no general post-action notice rule. The agreement, the substantive action statute, and other applicable law must be checked.

Statutes and sources

• RCW 25.15.018 and 25.15.121 — agreement hierarchy, majority and unanimous thresholds, classes, alternate vote bases, and agreement-created meeting, proxy, consent, record-date, and quorum rules.
• RCW 25.15.136 — three-year vote/consent record retention and inspection.
• RCW 25.15.151 and 25.15.154 — member-managed and manager-managed decision allocation.

All quotations came from the official current Chapter 25.15 RCW, accessed August 30, 2026.