No, Washington’s LLC Act is not modeled on the Uniform LLC Act. Part II

Feb 22, 2023

I previously wrote on this subject here and write this to provide a couple more differences between Washington’s LLC Act (the “Act”) and RULLCA.

The Act allows for an LLC to be formed without a member (a so-called “shelf LLC”): “a limited liability company is formed when its certificate of formation is filed by the secretary of state.”  RCW 25.15.071.  However, RULLCA provides: “A limited liability company is formed when the certificate of organization becomes effective and at least one person has become a member”.  In other words, the Act allows for shelf LLCs, but RULLCA does not.

Next, under the Act 25.15.154(2), “each member is an agent of the LLC and has the authority to bind the LLC with regard to matter in the ordinary course of its activities.”  As for RULLCA, members are not agents of the company.  The Act has statutory apparent authority, RULLCA does not.

Does the Berman Court’s statement that Washington’s LLC Act was substantially based on RULLCA matter?  That is the question this series of posts will seek to answer.  Stay tuned for part three!

For any questions regarding Washington’s LLC Act email me at or give me a call at (425) 776-4100.

BERESFORD BOOTH PLLC has made this content available to the general public for informational purposes only. The information on this site is not intended to convey legal opinions or legal advice.