Revised Code of Washington - RCW Title 25 Partnerships - Chapter 25.10 Limited Partnerships

25.10.005 Periodic reports required -- Contents -- Due dates -- Rules
(1) A limited partnership formed or registered under this chapter shall deliver to the secretary of state for filing periodic reports that set forth: (a) ...

25.10.010 Definitions
As used in this chapter, unless the context otherwise requires: (1) "Certificate of limited partnership" means the certificate referred to in RCW 25.10.080, and the ...

25.10.020 Name
(1) The name of each limited partnership formed pursuant to this chapter as set forth in its certificate of limited partnership: (a) Shall contain the ...

25.10.030 Reservation of name
(1) The exclusive right to the use of a name may be reserved by: (a) Any person intending to organize a limited partnership under this ...

25.10.040 Registered office and agent
(1) Each limited partnership shall continuously maintain in this state an office which may but need not be a place of its business in this ...

25.10.050 Records to be kept
Each limited partnership shall keep at the office referred to in RCW 25.10.040(1) the following: (1) A current list of the full name and last ...

25.10.060 Nature of business
A limited partnership may carry on any business that a partnership without limited partners may carry on.[1981 c 51 § 6.] ...

25.10.070 Business transactions of partner with the partnership
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other ...

25.10.075 Indemnification of agents of any corporation authorized
See RCW 23B.17.030. ...

25.10.080 Certificate of limited partnership
(1) In order to form a limited partnership a certificate of limited partnership must be executed and duplicate originals filed in the office of the ...

25.10.090 Amendment to certificate -- Restatement of certificate
(1) A certificate of limited partnership is amended by filing duplicate originals of a certificate of amendment thereto in the office of the secretary of ...

25.10.100 Cancellation of certificate
(1) Upon the dissolution and completion of winding up of a limited partnership or at any time there are no limited partners, duplicate originals of ...

25.10.110 Execution of documents
(1) Each document required by this article to be filed in the office of the secretary of state shall be executed in the following manner: ...

25.10.120 Execution of certificate by judicial act
If a person required by RCW 25.10.110 to execute a certificate fails or refuses to do so, any other person who is adversely affected by ...

25.10.130 Filing in office of secretary of state
(1) Two signed copies of the certificate of limited partnership and of any certificates of amendment, restatement, or cancellation (or of any judicial decree of ...

25.10.140 Liability for false statement in certificate
If any certificate of limited partnership or certificate of amendment, restatement, or cancellation contains a false statement, one who suffers loss by reliance on the ...

25.10.150 Notice
(1) The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership ...

25.10.160 Delivery of certificates to limited partners
Upon the return by the secretary of state pursuant to RCW 25.10.130 of a certificate marked "Filed", the general partners shall promptly deliver or mail ...

25.10.170 Admission of limited partners
(1) A person becomes a limited partner on the later of: (a) The date the original certificate of limited partnership is filed; or (b) The ...

25.10.180 Voting
Subject to RCW 25.10.190, the partnership agreement may grant to all or a specified group of the limited partners the right to vote on a ...

25.10.190 Liability to third parties
(1) Except as provided in subsection (4) of this section, a limited partner is not liable for the obligations of a limited partnership unless the ...

25.10.200 Person erroneously believing that he or she is limited partner
(1) Except as provided in subsection (2) of this section, a person who makes a contribution to a business enterprise and erroneously but in good ...

25.10.210 Information
Each limited partner or limited partner's agent or attorney has the right to: (1) Inspect and copy any of the partnership records required to be ...

25.10.220 Admission of additional general partners
Unless otherwise provided in the partnership agreement, after the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted ...

25.10.230 Events of withdrawal of general partner
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited ...

25.10.240 General powers and liabilities of general partner
(1) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and ...

25.10.250 Contributions by a general partner
A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions ...

25.10.260 Voting
The partnership agreement may grant to all or certain identified general partners the right to vote on a per capita or any other basis, separately ...

25.10.270 Form of contribution
The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property ...

25.10.280 Liability for contributions
(1) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property ...

25.10.290 Sharing of profits and losses
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the ...

25.10.300 Sharing of distributions
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided ...

25.10.310 Interim distributions
Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership ...

25.10.320 Withdrawal of general partner
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates ...

25.10.330 Withdrawal of limited partner
A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in and in accordance with the ...

25.10.340 Distribution upon withdrawal
Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under ...

25.10.350 Distribution in kind
Except as provided in the partnership agreement, a partner, regardless of the nature of his or her contribution, has no right to demand and receive ...

25.10.360 Right to distribution
At the time a partner becomes entitled to receive a distribution, he has the status of and is entitled to all remedies available to a ...

25.10.370 Limitations on distributions
(1) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect ...

25.10.390 Nature of partnership interest
A partnership interest is personal property.[1981 c 51 § 39.] ...

25.10.400 Assignment of partnership interest -- Certificate of partnership interest
(1) Unless otherwise provided in the partnership agreement: (a) A partnership interest is assignable in whole or in part; (b) An assignment of a partnership ...

25.10.410 Rights of creditor
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner ...

25.10.420 Right of assignee to become limited partner
(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that ...

25.10.430 Power of estate of deceased or incompetent partner
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his ...

25.10.440 Nonjudicial dissolution
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (1) The ...

25.10.450 Judicial dissolution
On application by or for a partner, the superior courts may decree dissolution of a limited partnership whenever: (1) It is not reasonably practicable to ...

25.10.453 Administrative dissolution -- Commencement of proceeding
The secretary of state may commence a proceeding under RCW 25.10.455 to administratively dissolve a limited partnership if: (1) An amendment to the certificate of ...

25.10.455 Administrative dissolution -- Notice -- Opportunity to correct deficiencies
(1) If the secretary of state determines that one or more grounds exist under RCW 25.10.453 for dissolving a limited partnership, the secretary of state ...

25.10.457 Administrative dissolution -- Reinstatement -- Application -- When effective
(1) A limited partnership administratively dissolved under RCW 25.10.455 may apply to the secretary of state for reinstatement within two years after the effective date ...

25.10.460 Winding up
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may ...

25.10.470 Distribution of assets
Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To creditors, including partners who are creditors, to the ...

25.10.480 Law governing
Subject to the Constitution of the state of Washington, (1) the laws of the state, province, or other jurisdiction under which a foreign limited partnership ...

25.10.490 Registration
Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership ...

25.10.500 Issuance of registration
(1) If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, the secretary shall: ...

25.10.510 Name -- Foreign limited partnership
A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is ...

25.10.520 Changes and amendments
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have ...

25.10.530 Cancellation of registration
A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a ...

25.10.540 Transaction of business without registration
(1) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until ...

25.10.550 Action by secretary of state
The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.[1981 ...

25.10.553 Revocation of registration -- Commencement of proceeding
The secretary of state may commence a proceeding under RCW 25.10.555 to revoke registration of a foreign limited partnership authorized to transact business in this ...

25.10.555 Revocation of registration -- Notice -- Opportunity to correct deficiencies
(1) If the secretary of state determines that one or more grounds exist under RCW 25.10.553 for revocation of a foreign limited partnership's registration, the ...

25.10.560 Right of action
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with ...

25.10.570 Proper plaintiff
In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) at the time of the transaction ...

25.10.580 Pleading
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general ...

25.10.590 Expenses
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, ...

25.10.600 Establishment of filing fees and miscellaneous charges
The secretary of state shall adopt rules establishing fees which shall be charged and collected for: (1) Filing of a certificate of limited partnership for ...

25.10.605 Fees for services by secretary of state
See RCW 43.07.120. ...

25.10.610 Authority to adopt rules
The secretary of state shall adopt such rules as are necessary to implement the transfer of duties and records required by this chapter including rules ...

25.10.620 Construction and application
This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this ...

25.10.630 Short title
This chapter may be cited as the Washington uniform limited partnership act.[1981 c 51 § 63.] ...

25.10.640 Severability -- 1981 c 51
If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or ...

25.10.650 Effective date and extended effective date -- 1981 c 51
Except as set forth below, the effective date of this act is January 1, 1982: (1) The existing provisions for execution and filing of certificates ...

25.10.660 Rules for class not provided for in this chapter
In any case not provided for in this chapter, the provisions of the Washington revised uniform partnership act, or its successor statute, govern.[2000 c 169 ...

25.10.670 Application to existing partnerships
(1) Except as provided in subsections (1) and (2) of this section, the provisions of this title shall apply to all existing limited partnerships formed ...

25.10.680 Effect of invalidity of part of this title
If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this title, such judgment ...

25.10.690 Section captions
Section captions as used in this chapter do not constitute any part of the law.[1981 c 51 § 71.] ...

25.10.800 Merger -- Plan -- Effective date
(1) One or more domestic limited partnerships may merge with one or more domestic limited partnerships, domestic corporations, domestic partnerships, or domestic limited liability companies ...

25.10.810 Merger -- Plan -- Approval
(1) Unless otherwise provided in its partnership agreement, approval of a plan of merger by a domestic limited partnership party to a merger shall occur ...

25.10.820 Articles of merger -- Filing
After a plan of merger is approved or adopted, the surviving limited partnership, corporation, partnership, or limited liability company shall deliver to the secretary of ...

25.10.830 Effect of merger
(1) When a merger takes effect: (a) Every other partnership, limited partnership, corporation, or limited liability company that is party to the merger merges into ...

25.10.840 Merger -- Foreign and domestic
(1) One or more foreign limited partnerships, foreign partnerships, foreign limited liability companies, and one or more foreign corporations may merge with one or more ...

25.10.900 Definitions
As used in this article: (1) "Limited partnership" means the domestic limited partnership in which the dissenter holds or held a partnership interest, or the ...

25.10.905 Partner -- Dissent -- Payment of fair value
(1) Except as provided in RCW 25.10.915 or 25.10.925(2), a partner of a domestic limited partnership is entitled to dissent from, and obtain payment of, ...

25.10.910 Dissenters' rights -- Notice -- Timing
(1) Not less than ten days prior to the approval of a plan of merger, the limited partnership must send a written notice to all ...

25.10.915 Partner -- Dissent -- Voting restriction
A partner who is entitled to vote on or approve the plan of merger and who wishes to assert dissenters' rights must not vote in ...

25.10.920 Partners -- Dissenters' notice -- Requirements
(1) If the plan of merger is approved, the limited partnership shall deliver a written dissenters' notice to all partners who satisfied the requirements of ...

25.10.925 Partner -- Payment demand -- Entitlement
(1) A partner who demands payment retains all other rights of a partner until the proposed merger becomes effective. (2) A partner sent a dissenters' ...

25.10.930 Partnership interests -- Transfer restrictions
The limited partnership may restrict the transfer of partnership interests from the date the demand for their payment is received until the proposed merger becomes ...

25.10.935 Payment of fair value -- Requirements for compliance
(1) Within thirty days of the later of the date the proposed merger becomes effective, or the payment demand is received, the limited partnership shall ...

25.10.940 Merger -- Not effective within sixty days -- Transfer restrictions
(1) If the proposed merger does not become effective within sixty days after the date set for demanding payment, the limited partnership shall release any ...

25.10.945 Dissenter's estimate of fair value -- Notice
(1) A dissenter may notify the limited partnership in writing of the dissenter's own estimate of the fair value of the dissenter's partnership interest and ...

25.10.950 Unsettled demand for payment -- Proceeding -- Parties -- Appraisers
(1) If a demand for payment under RCW 25.10.945 remains unsettled, the limited partnership shall commence a proceeding within sixty days after receiving the payment ...

25.10.955 Unsettled demand for payment -- Costs -- Fees and expenses of counsel
(1) The court in a proceeding commenced under RCW 25.10.950 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers ...