WSR 11-04-052

PERMANENT RULES

SECRETARY OF STATE


[ Filed January 26, 2011, 7:54 a.m. , effective February 26, 2011 ]


     Effective Date of Rule: Thirty-one days after filing.

     Purpose: To clarify filing procedures for forming and maintaining limited liability partnerships with the secretary of state's office.

     Citation of Existing Rules Affected by this Order: Repealing WAC 434-135-040, 434-135-050, 434-135-060, 434-135-080 and 434-135-120; and amending WAC 434-135-010, 434-135-090, 434-135-150, 434-135-160, 434-135-170, and 434-135-190.

     Statutory Authority for Adoption: RCW 25.05.093.

      Adopted under notice filed as WSR 11-01-026 on December 3, 2010.

     Number of Sections Adopted in Order to Comply with Federal Statute: New 0, Amended 0, Repealed 0; Federal Rules or Standards: New 0, Amended 0, Repealed 0; or Recently Enacted State Statutes: New 0, Amended 6, Repealed 5.

     Number of Sections Adopted at Request of a Nongovernmental Entity: New 0, Amended 0, Repealed 0.

     Number of Sections Adopted on the Agency's Own Initiative: New 0, Amended 0, Repealed 0.

     Number of Sections Adopted in Order to Clarify, Streamline, or Reform Agency Procedures: New 0, Amended 6, Repealed 5.

     Number of Sections Adopted Using Negotiated Rule Making: New 0, Amended 6, Repealed 5;      Pilot Rule Making: New 0, Amended 0, Repealed 0; or Other Alternative Rule Making: New 0, Amended 0, Repealed 0.

     Date Adopted: January 26, 2011.

Steve Excell

Assistant Secretary of State

OTS-3766.3


AMENDATORY SECTION(Amending WSR 95-16-131, filed 8/2/95, effective 9/2/95)

WAC 434-135-010   Purpose and authority.   These rules are adopted under authority of chapter ((25.04 RCW, the Washington Limited Liability)) 25.05, the Revised Uniform Partnership Act.

[Statutory Authority: RCW 43.07.120. 95-16-131, § 434-135-010, filed 8/2/95, effective 9/2/95.]


AMENDATORY SECTION(Amending WSR 95-16-131, filed 8/2/95, effective 9/2/95)

WAC 434-135-090   Annual notice -- Due date -- Whom notified.   Each limited liability partnership ((shall)) must file an annual notice by the last day of the month of its original registration as a limited liability partnership. The corporations division ((shall)) must notify each limited liability partnership of its annual notice date forty-five days in advance by mailing to the ((partnership at its principal office or, if its principal office is not in this state, to its)) partnership's registered ((agent in care of the registered office address, in either case,)) agent's address as listed on the records of the secretary of state ((and provide the annual notice form)). If no registered agent has been appointed, notice is sent to the principal office. Failure to receive an annual notice form with such notice is insufficient reason for failure to file the statutory required annual notice.

[Statutory Authority: RCW 43.07.120. 95-16-131, § 434-135-090, filed 8/2/95, effective 9/2/95.]


AMENDATORY SECTION(Amending WSR 95-16-131, filed 8/2/95, effective 9/2/95)

WAC 434-135-150   Initial registration -- Form of content.   (((1))) Any domestic or foreign limited liability partnership registering under this chapter shall file its registration on either the form provided by the secretary of state((. The information that shall be provided is:

     (a) The name of the limited liability partnership;

     (b) Principal office of the limited liability partnership in Washington or if no principal office is located in this state, the registered office address and name and address of the registered agent for service of process in this state;

     (c) Number of partners of the limited liability partnership;

     (d) Brief statement of the business in which the partnership engages;

     (e) That the partnership thereby applies for status as a limited liability partnership; and

     (f) Any other matters the partnership determines to include.

     (2) Application shall be executed by a majority in interest of the partners or one or more authorized partners)) or in substantially the same format including the information required in RCW 25.05.500.

[Statutory Authority: RCW 43.07.120. 95-16-131, § 434-135-150, filed 8/2/95, effective 9/2/95.]


AMENDATORY SECTION(Amending WSR 95-16-131, filed 8/2/95, effective 9/2/95)

WAC 434-135-160   Annual notice -- Form of content.   Any limited liability partnership filing under this chapter shall file its annual notice on the form provided by the secretary of state. ((The information that shall be filed on the annual notice is as follows:

     Section 1.

     (a) Limited liability partnership name;

     (b) Principal office of the limited liability partnership in Washington or if no principal office is located in this state, the registered office address and name and address of registered agent for service of process in this state;

     (c) Unified business identification number;

     (d) Internal account number;

     (e) Date registered in Washington;

     Section 2.

     (a) If there has been a change in the address of principal place of business in Washington or, if the limited liability partnership's principal place of business is not located in this state, the address of the registered office and name and address of the registered agent, the correct address and name;

     (b) Any other material changes in the information included in limited liability, partnership application or subsequent annual notices;

     (c) Number of partners; and

     Section 3. Signature of either a majority in interest of the partners or one or more authorized partners. The registration application shall include beneath or beside the signature the name and title of the person(s) signing the document.))

[Statutory Authority: RCW 43.07.120. 95-16-131, § 434-135-160, filed 8/2/95, effective 9/2/95.]


AMENDATORY SECTION(Amending WSR 95-16-131, filed 8/2/95, effective 9/2/95)

WAC 434-135-170   Amended notice -- Form of content.   (1) A limited liability partnership may, but is not required to, file an amended notice to notify the secretary of state of any material changes on the application or annual notice. ((These changes may include the following:

     (a) Change of limited liability partnership name;

     (b) Change of principal office address;

     (c) Change of registered agent or registered office address;

     (d) Change in the number of partners;

     (e) Change in the type of business the partnership engages; or

     (f) The addition of any information the partnership determines to include.))

     (2) The amended notice must be signed by a majority of interest of the partners or by one or more authorized partners. ((The amended notice shall include beneath or beside the signature the printed name and title of the person(s) signing the document.))

[Statutory Authority: RCW 43.07.120. 95-16-131, § 434-135-170, filed 8/2/95, effective 9/2/95.]


AMENDATORY SECTION(Amending WSR 95-16-131, filed 8/2/95, effective 9/2/95)

WAC 434-135-190   ((Filing)) Fees.   For Washington registered domestic and foreign limited liability partnerships, fees are ((as follows:

     (1) Application for registration, both domestic and foreign, one hundred seventy-five dollars;

     (2) Amended notice, both domestic and foreign, thirty dollars;

     (3) Annual notice with required information, fifty dollars;

     (4) Annual notice with required information filed after due date and before administrative dissolution, penalty fee of twenty-five dollars, plus the notice fee of fifty dollars;

     (5) Resignation of registered agent, twenty dollars;

     (6) Registered agent's consent to appointment to act as agent or agent's resignation if appointed without consent, no fee;

     (7) Voluntary withdrawal, administrative dissolution or dissolution by judicial decree, no fee;

     (8) Service of process, per defendant, fifty dollars;

     (9) Reservation of name, thirty dollars; and

     (10) Any other statement or form, ten dollars)) located in WAC 434-112-080, 434-112-085, and 434-112-090.

[Statutory Authority: RCW 43.07.120. 95-16-131, § 434-135-190, filed 8/2/95, effective 9/2/95.]


REPEALER

     The following sections of the Washington Administrative Code are repealed:
WAC 434-135-040 Telephone services.
WAC 434-135-050 Filing requirements.
WAC 434-135-060 Execution of document.
WAC 434-135-080 Filed date.
WAC 434-135-120 Limited liability partnership name.

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