§ 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 dissolution date, if any, specified in the certificate of limited partnership. If a dissolution date is not specified in the certificate of limited partnership, the limited partnership's existence shall continue until the first to occur of the events described in subsections (2) through (6) of this section. If a dissolution date is specified in the certificate of limited partnership and unless the limited partnership agreement provides otherwise, the certificate of limited partnership may be amended and the existence of the limited partnership may be extended by the vote of all the partners;
(2) Upon the happening of events specified in the partnership agreement;
(3) Written consent of all partners;
(4) Unless the limited partnership agreement provides otherwise, ninety days following:
(a) The withdrawal of, or the assignment of the interest of, the last remaining limited partner if by the ninetieth day a majority of the number of general partners have failed to vote to admit one or more limited partners; or
(b) An event of withdrawal with respect to the last remaining general partner if by the ninetieth day the limited partners have failed to vote to admit one or more general partners. For the purposes of this subsection (4)(b) and unless the limited partnership agreement provides otherwise, the vote of the limited partners shall be the vote of limited partners representing two-thirds of the total agreed value, as stated in the records of the partnership required to be kept under RCW 25.10.050, of contributions made, or required to be made, by all limited partners;
(5) Entry of a decree of judicial dissolution under RCW 25.10.450; or
(6) Administrative dissolution under RCW 25.10.455.
[2000 c 169 § 8; 1996 c 76 § 3; 1991 c 269 § 30; 1987 c 55 § 32; 1981 c 51 § 44.]
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