Surviving Liability of Dissolved LLCs: Part 4

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Regardless of the method or date of dissolution and cancellation of an LLC, individual members remain personally liable for actions that constitute grounds to pierce the corporate veil.  In other words, termination of the LLC generally does not affect – either positively or negatively – the personal liability of its members.



However, Washington Law does limit somewhat the personal liability of members conducting a proper winding-up.  RCW 25.15.300 provides that, where an LLC has been properly wound-up and cancelled pursuant to that statute, including providing for all of the LLC’s known liabilities, the members of the LLC cannot be individually liable for claims “by reason of such person’s actions in winding up the limited liability company.”  In other words, an HOA cannot make a claim personally against LLC members simply because the LLC no longer exists.  Independent grounds for piercing the corporate veil must be established.  The converse is also true, that a person who does not properly wind up an LLC, including providing for known liabilities, may be personally liable for those claims against the LLC.  Emily Lane, 139 Wn. App. at 314.  Thus, a proper winding-up of the company is crucial to protect the members of the LLC.


Comments (1)

Imants Holmquist
Holmquist & Gardiner, PLLC - Seattle, WA

Great posts. Informative yet brief. Thanks Devon.

Sep 19, 2008 04:21 AM