LLC Membership-Interest Transfer and Admission Packet - Washington
WASHINGTON LLC MEMBERSHIP-INTEREST TRANSFER AND ADMISSION PACKET
Admission check. An ordinary transfer of economic rights does not itself admit a voting member. If the only member transfers the entire LLC interest, the transferee is admitted when the transfer takes effect under RCW 25.15.116(2)(d). Identify which route applies before completing the assignment.
Scope gate. Excludes securities advice, tax opinions or elections, divorce/death orders, pledges and foreclosures, valuation disputes, mergers/conversions, employee-equity plans, professional/regulated eligibility, and contested transfers.
1. TRANSACTION INTAKE
| Item | Information |
|---|---|
| Exact LLC name | [________________________________] |
| State entity/file number | [________________________________] |
| Transferor | [________________________________] |
| Proposed transferee | [________________________________] |
| Is transferor the only member? | ☐ Yes ☐ No |
| Is the entire LLC interest transferred? | ☐ Yes ☐ No |
| Interest before transfer | [________________________________] |
| Economic interest transferred | [________________________________] |
| Proposed voting/member interest | [________________________________] |
| Purchase price / consideration | [________________________________] |
| Intended closing date | [__/__/____] |
☐ Articles, operating agreement, amendments, side letters, cap table, certificates, and prior transfer restrictions collected.
☐ Liens, charging orders, pledges, buy-sell rights, rights of first refusal, and consent rights searched.
2. WASHINGTON LEGAL SPLIT
An ordinary transfer gives the transferee distribution rights but not management or general records rights. On dissolution and winding up, a transferee may obtain an account of transactions from the dissolution date under RCW 25.15.251(5). For admission, follow the LLC agreement’s procedure or, if none, obtain consent of all members and record the admission. When the only member transfers the entire LLC interest, admission occurs when that transfer takes effect under RCW 25.15.116(2)(d).
The table describes an ordinary transfer that does not admit the transferee under the sole-member rule.
| Right | Assignment alone | Separate admission needed |
|---|---|---|
| Receive assigned distributions | ☐ | ☐ |
| Vote | ☐ | ☐ |
| Manage or bind the LLC | ☐ | ☐ |
| Inspect member-level records | ☐ | ☐ |
| Hold office as manager | ☐ | ☐ |
| Be listed as a member internally | ☐ | ☐ |
☐ Operating-agreement transfer restriction and its enforceability analyzed.
☐ Required company/member consent identified.
☐ No admission right inferred from payment of the purchase price alone.
3. ECONOMIC-INTEREST ASSIGNMENT
For value received, [Transferor] assigns to [Transferee] the following economic or transferable interest, subject to the operating agreement and this packet:
Assigned interest: [____________________________________________________________]
Effective time: [____________________________________________________________]
Unless separately admitted or admitted through the sole-member full-transfer rule, the transferee receives the assigned rights but does not gain a member's voting, management, agency, or general record-inspection rights solely through this assignment. The limited accounting right in RCW 25.15.251(5) remains available on dissolution and winding up.
Transferor signature: [________________] Date: [__/__/____]
Transferee signature: [________________] Date: [__/__/____]
4. COMPANY AND MEMBER CONSENT
The undersigned approve only the boxes marked below:
☐ Waiver of transfer restriction / right of first refusal.
☐ Recognition of economic-interest assignment.
☐ Admission of transferee as a member effective [__/__/____].
☐ Sole-member full-transfer admission under RCW 25.15.116(2)(d), effective when the transfer takes effect: [__/__/____]. Attach the transfer and confirm the transferor was the only member.
☐ Allocation of voting percentage: [________].
☐ Appointment as manager or officer under separate authority.
☐ Amendment of operating agreement and schedules.
| Approver | Capacity / interest | Approval basis | Signature | Date |
|---|---|---|---|---|
| [Name] | [________] | [________] | [________________] | [__/__/____] |
| [Name] | [________] | [________] | [________________] | [__/__/____] |
5. ADMISSION AND JOINDER
If admission is approved or arises from a sole-member full transfer, [Transferee] accepts admission as a member, agrees to be bound by the operating agreement as amended, and assumes only those obligations validly imposed by the agreement and applicable law.
☐ Complete operating agreement delivered to transferee.
☐ Joinder signed.
☐ Contribution obligation, capital account, tax allocation, and distribution percentage separately documented.
☐ Authority to bind the LLC is ☐ granted by separate resolution ☐ not granted.
Admitted member: [________________] Date: [__/__/____]
6. REPRESENTATIONS AND CLOSING CONDITIONS
☐ Transferor owns the assigned interest, subject to disclosed liens: [________].
☐ Required third-party and company consents are attached.
☐ No undisclosed promise of membership, management authority, tax result, valuation, or liquidity is made.
☐ Securities-law and tax review completed by qualified advisers or expressly left outside this packet.
☐ Closing funds, releases, certificates, and escrow instructions reconciled.
7. COMPANY RECORDS AND PUBLIC FILINGS
☐ Member ledger and capitalization schedule updated only to reflect completed steps.
☐ Operating-agreement schedule and admission joinder attached.
☐ Certificates canceled/reissued if the LLC uses certificates.
☐ Bank and signing authority updated by separate resolution.
☐ State annual report, information statement, or amendment reviewed; no public filing made merely because ownership changed unless current law/form requires it.
☐ Foreign registrations reviewed separately.
8. COMPLETION CERTIFICATE
| Layer | Complete | Evidence |
|---|---|---|
| Assignment contract | ☐ | [Document] |
| Consent / restriction waiver | ☐ | [Document] |
| Member admission | ☐ N/A ☐ | [Document] |
| Operating-agreement joinder | ☐ N/A ☐ | [Document] |
| Schedule / ledger update | ☐ | [Document] |
| Public-record update | ☐ N/A ☐ | [Document] |
Authorized company representative: [________________________________]
Signature: [________________________________] Date: [__/__/____]
SOURCES AND REFERENCES
Law and filing classifications above are verified as of 2026-11-05 and must be checked again before closing.
About this template
- Last updated
- November 5, 2026
- Citations checked
- November 5, 2026
- Jurisdiction
- Washington
- Category
- Corporate & Business
Legal authority
- RCW 25.15.116
- RCW 25.15.251
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on November 5, 2026.
RCW 25.15.116(2)(d) (checked November 5, 2026): "In the case of a transferee acquiring all of the transferor's limited liability company interest from a transferor that is the only member of the limited liability company, upon the effectiveness of the transfer."
RCW 25.15.251(5) (checked November 5, 2026): "In a dissolution and winding up, a transferee is entitled to an account of the limited liability company's transactions only from the date of dissolution."
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