There is a newer version of the Revised Code of Washington
2016 Revised Code of Washington
Title 25 - PARTNERSHIPS
25.10 Uniform limited partnership act.
ARTICLE 1
GENERAL PROVISIONS
- 25.10.006 Short title.
- 25.10.011 Definitions.
- 25.10.016 Knowledge and notice.
- 25.10.021 Nature, purpose, and duration of entity.
- 25.10.031 Powers.
- 25.10.041 Governing law.
- 25.10.051 Supplemental principles of law—Rate of interest.
- 25.10.061 Name.
- 25.10.071 Reservation of name.
- 25.10.081 Effect of partnership agreement—Nonwaivable provisions.
- 25.10.091 Required information.
- 25.10.101 Business transactions of partner with partnership.
- 25.10.111 Dual capacity.
- 25.10.121 Registered agent—Requirements.
- 25.10.131 Change of registered agent for service of process.
- 25.10.141 Resignation of agent for service of process.
- 25.10.151 Service of process.
- 25.10.161 Consent and proxies of partners.
ARTICLE 2
FORMATION—CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS
- 25.10.201 Formation of limited partnership—Certificate of limited partnership.
- 25.10.211 Amendment or restatement of certificate of limited partnership.
- 25.10.221 Statement of termination.
- 25.10.231 Signing of records.
- 25.10.241 Signing and filing pursuant to judicial order.
- 25.10.251 Delivery to and filing of records by secretary of state—Effective time and date.
- 25.10.261 Correcting filed record.
- 25.10.271 Liability for false information in filed record.
- 25.10.281 Certificate of existence or registration.
- 25.10.291 Annual report for secretary of state.
ARTICLE 3
LIMITED PARTNERS
- 25.10.301 Becoming limited partner.
- 25.10.311 No right or power as limited partner to bind limited partnership.
- 25.10.321 No liability as limited partner for limited partnership obligations.
- 25.10.331 Right of limited partner and former limited partner to information.
- 25.10.341 Limited duties of limited partners.
- 25.10.351 Person erroneously believing self to be limited partner.
ARTICLE 4
GENERAL PARTNERS
- 25.10.371 Becoming general partner.
- 25.10.381 General partner agent of limited partnership.
- 25.10.391 Limited partnership liable for general partner's actionable conduct.
- 25.10.401 General partner's liability.
- 25.10.411 Actions by and against partnership and partners.
- 25.10.421 Management rights of general partner.
- 25.10.431 Right of general partner and former general partner to information.
- 25.10.441 General standards of general partner's conduct.
ARTICLE 5
CONTRIBUTIONS AND DISTRIBUTIONS
- 25.10.461 Form of contribution.
- 25.10.466 Liability for contribution.
- 25.10.471 Sharing of distributions.
- 25.10.476 Interim distributions.
- 25.10.481 No distribution on account of dissociation.
- 25.10.486 Distribution in kind.
- 25.10.491 Right to distribution.
- 25.10.496 Limitations on distribution.
- 25.10.501 Liability for improper distributions.
ARTICLE 6
DISSOCIATION
- 25.10.511 Dissociation as limited partner.
- 25.10.516 Effect of dissociation as limited partner.
- 25.10.521 Dissociation as general partner.
- 25.10.526 Person's power to dissociate as general partner—Wrongful dissociation.
- 25.10.531 Effect of dissociation as general partner.
- 25.10.536 Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
- 25.10.541 Liability to other persons of person dissociated as general partner.
ARTICLE 7
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
- 25.10.546 Partner's transferable interest.
- 25.10.551 Transfer of partner's transferable interest.
- 25.10.556 Rights of creditor of partner or transferee.
- 25.10.561 Power of estate of deceased partner.
ARTICLE 8
DISSOLUTION
- 25.10.571 Nonjudicial dissolution.
- 25.10.576 Judicial dissolution.
- 25.10.581 Winding up.
- 25.10.586 Power of general partner and person dissociated as general partner to bind partnership after dissolution.
- 25.10.591 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
- 25.10.596 Known claims against dissolved limited partnership.
- 25.10.601 Other claims against dissolved limited partnership.
- 25.10.606 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
- 25.10.611 Administrative dissolution.
- 25.10.616 Reinstatement following administrative dissolution.
- 25.10.621 Disposition of assets—When contributions required.
ARTICLE 9
FOREIGN LIMITED PARTNERSHIPS
- 25.10.641 Effect of registration and governing law.
- 25.10.646 Registration with the secretary of state.
- 25.10.651 Activities not constituting transacting business.
- 25.10.661 Name of foreign limited partnership.
- 25.10.666 Termination of registration.
- 25.10.671 Withdrawal of registration.
ARTICLE 10
ACTIONS BY PARTNERS
- 25.10.701 Direct action by partner.
- 25.10.706 Derivative action.
- 25.10.711 Proper plaintiff.
- 25.10.716 Pleading.
- 25.10.721 Proceeds and expenses.
ARTICLE 11
CONVERSION AND MERGER
- 25.10.751 Definitions.
- 25.10.756 Conversion.
- 25.10.761 Action on plan of conversion by converting limited partnership.
- 25.10.766 Filings required for conversion—Effective date.
- 25.10.771 Effect of conversion.
- 25.10.776 Merger.
- 25.10.781 Action on plan of merger by constituent limited partnership.
- 25.10.786 Filings required for merger—Effective date.
- 25.10.791 Effect of merger.
- 25.10.796 Restrictions on approval of conversions and mergers and on relinquishing LLLP status.
- 25.10.801 Liability of general partner after conversion or merger.
- 25.10.806 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
- 25.10.811 Article not exclusive.
ARTICLE 12
DISSENTERS' RIGHTS
- 25.10.831 Definitions.
- 25.10.836 Partner—Dissent—Payment of fair value.
- 25.10.841 Dissenters' rights—Notice—Timing.
- 25.10.846 Partner—Dissent—Voting restriction.
- 25.10.851 Partners—Dissenters' notice—Requirements.
- 25.10.856 Partner—Payment demand—Entitlement.
- 25.10.861 Partnership interests—Transfer restrictions.
- 25.10.866 Payment of fair value—Requirements for compliance.
- 25.10.871 Merger—Not effective within sixty days—Transfer restrictions.
- 25.10.876 Dissenter's estimate of fair value—Notice.
- 25.10.881 Unsettled demand for payment—Proceeding—Parties—Appraisers.
- 25.10.886 Unsettled demand for payment—Costs, fees, and expenses of counsel.
ARTICLE 13
MISCELLANEOUS PROVISIONS
- 25.10.901 Uniformity of application and construction.
- 25.10.903 Effective date—2009 c 188.
- 25.10.906 Relation to electronic signatures in global and national commerce act.
- 25.10.911 Application to existing relationships.
- 25.10.916 Applicable fees, charges, and penalties.
- 25.10.921 Authority to adopt rules.
- 25.10.926 Savings clause.
NOTES:
ARTICLE 2
FORMATION—CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS
ARTICLE 3
LIMITED PARTNERS
ARTICLE 4
GENERAL PARTNERS
ARTICLE 5
CONTRIBUTIONS AND DISTRIBUTIONS
ARTICLE 6
DISSOCIATION
ARTICLE 7
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
ARTICLE 8
DISSOLUTION
ARTICLE 9
FOREIGN LIMITED PARTNERSHIPS
ARTICLE 10
ACTIONS BY PARTNERS
ARTICLE 11
CONVERSION AND MERGER
ARTICLE 12
DISSENTERS' RIGHTS
ARTICLE 13
MISCELLANEOUS PROVISIONS
Reviser's note: Throughout this chapter the phrase "this act" has been changed to "this chapter." "This act" [1981 c 51] consists of this chapter and the repeal of chapters 25.08 and 25.98 RCW.
Materials specifically authorized to be printed and distributed by secretary of state: RCW 43.07.140.
Revolving fund of secretary of state, deposit of moneys for costs of carrying out secretary of state's functions under this chapter: RCW 43.07.130.
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