Legal Question in Business Law in Washington

I am forming an LLC in Washington and want to make sure I am understanding what this legal phrase says.

Does this following legal language say that an LLC in Washington State can not have it's veil pierced if the LLC doesn't doesn't hold meetings or follow meeting formalities?

Here is the phrase I'm reading:

Members of a limited liability company are personally liable for any act, debt, obligation, or liability of the limited liability company to the extent that shareholders of a Washington business corporation would be liable in analogous circumstances. In this regard, the court may consider the factors and policies set forth in established case law with regard to piercing the corporate veil, except that the failure to hold meetings of members or managers or the failure to observe formalities pertaining to the calling or conduct of meetings is not a factor tending to establish that the members have personal liability for any act, debt, obligation, or liability of the limited liability company if the certificate of formation and limited liability company agreement do not expressly require the holding of meetings of members or managers.

Reference: https://app.leg.wa.gov/RCW/default.aspx?cite=25.15.061


Asked on 7/22/21, 11:17 pm

1 Answer from Attorneys
Frank Natoli Natoli-Legal, LLC

LLCs, not just in WA but everywhere, enjoy relaxed formalties. It is one of the benfits of the LLC structure.

You are not required to keep minutes or hold meetings and this will not be a factor regards to personal liability UNLESS it is a condition noted in your articles or operating agreement.

If you need clarification, I suggest that you consult with a lawyer in private and discuss your objectives in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with.

If you would like to discuss further over a free phone consult, feel free to contact me anytime that is convenient.

Our firm is now referred by the American Bar Association (see under the New York section): http://www.americanbar.org/groups/delivery_legal_services/resources/programs_to_help_those_with_moderate_income.html

Kind regards,

Frank

www.LanternLegal.com

866-871-8655

[email protected]

DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.

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Answered on 7/23/21, 12:05 pm


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