H-0954.1          _______________________________________________

                            SUBSTITUTE HOUSE BILL 1018

                  _______________________________________________

State of Washington              54th Legislature             1995 Regular Session

By House Representative Law & Justice (originally sponsored by Representatives Padden and Appelwick)

Read first time 01/18/95. 

Amending the Washington uniform limited partnership act.

     AN ACT Relating to the withdrawal from and the term of a limited partnership; and amending RCW 25.10.330 and 25.10.440.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:

     Sec. 1.  RCW 25.10.330 and 1987 c 55 s 25 are each amended to read as follows:

     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 partnership agreement.  If the partnership agreement does not specify the time or the events upon the happening of which a limited partner may withdraw ((or a definite)), a limited partner may not withdraw prior to the time for the dissolution and winding up of the limited partnership((, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at that partner's address on the books of the limited partnership at its office in this state)).

     Sec. 2.  RCW 25.10.440 and 1991 c 269 s 30 are each amended to read as follows:

     A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

     (1) At the ((time)) date specified in the certificate of limited partnership as amended from time to time, and if no date is specified, at a date which is thirty years after the effective date of filing the original certificate of limited partnership;

     (2) Upon the happening of events specified in the partnership agreement;

     (3) Written consent of all partners;

     (4) An event of withdrawal of a general partner unless at the time there is at least one other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired;

     (5) Entry of a decree of judicial dissolution under RCW 25.10.450; or

     (6) Administrative dissolution under RCW 25.10.455.

                                    --- END ---