AN ACT Relating to the
withdrawal from and the term of a limited partnership; and amending RCW
25.10.020, 25.10.330, and 25.10.440.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF
WASHINGTON:
Sec. 1. RCW 25.10.020 and 1994 c
211 s 1309 are each amended to read as follows:
(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
words "limited partnership" or the abbreviation "L.P.";
(b) May not contain the
name of a limited partner unless (I) it is also the name of a general partner,
or the corporate name of a corporate general partner, or (ii) the business of
the limited partnership had been carried on under that name before the
admission of that limited partner;
(c) May not contain any
of the following words or phrases: "Bank", "banking",
"banker", "trust", "cooperative"; or any
combination of the words "industrial" and "loan"; or any
combination of any two or more of the words "building",
"savings", "loan", "home",
"association" and "society"; or any other words or phrases
prohibited by any statute of this state;
(d) Except as
authorized by subsections (2) and (3) of this section, must be distinguishable
upon the records of the secretary of state from:
(i) The name or
reserved name of a foreign or domestic limited partnership;
(ii) The name of any
limited liability company reserved, registered, or formed under the laws of this
state or qualified to do business as a foreign limited liability company in
this state;
(iii) The
corporate name of a corporation incorporated or authorized to transact business
in this state;
(((iii))) (iv)
A corporate name reserved or registered under RCW 23B.04.020 or 23B.04.030;
(((iv))) (v)
The fictitious name adopted pursuant to RCW 23B.15.060 by a foreign corporation
authorized to transact business in this state because its real name is
unavailable; and
(((v))) (vi)
The corporate name of a not-for-profit corporation incorporated or authorized
to conduct affairs in this state((; and
(vi) The name of a
limited liability company organized or authorized to transact business in this
state)).
(2) A limited
partnership may apply to the secretary of state for authorization to use a name
that is not distinguishable upon the records from one or more of the names
described in subsection (1) of this section. The secretary of state shall
authorize use of the name applied for if:
(a) The other limited partnership,
corporation, or holder consents to the use in writing and files with the
secretary of state documents necessary to change its name or the name reserved
or registered to a name that is distinguishable upon the records of the
secretary of state from the name of the applying limited partnership; or
(b) The applicant
delivers to the secretary of state a certified copy of the final judgment of a
court of competent jurisdiction establishing the applicant's right to use the
name applied for in this state.
(3) A limited
partnership may use the name, including the fictitious name, of another
domestic or foreign limited partnership, limited liability company, or
corporation that is used in this state if the other limited partnership,
limited liability company, or corporation is organized, incorporated, or
authorized to transact business in this state and the proposed user limited
partnership:
(a) Has merged with the
other limited partnership, limited liability company, or corporation; or
(b) Results from
reorganization with the other limited partnership, limited liability company,
or corporation.
(4) A name shall not be
considered distinguishable upon the records of the secretary of state by virtue
of:
(a) A variation in the
designation, under subsection (1)(a) of this section, used for the same name;
(b) The addition or
deletion of an article or conjunction such as "the" or
"and" from the same name;
(c) Punctuation,
capitalization, or special characters or symbols in the same name; or
(d) Use of abbreviation
or the plural form of a word in the same name.
(5) This title does not
control the use of assumed business names or "trade names."
Sec. 2. 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. 3. 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, or 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.
