| Passed by the House March 5, 2009 Yeas 95 ________________________________________ Speaker of the House of Representatives Passed by the Senate April 10, 2009 Yeas 43 ________________________________________ President of the Senate | I, Barbara Baker, Chief Clerk of the House of Representatives of the State of Washington, do hereby certify that the attached is SUBSTITUTE HOUSE BILL 1067 as passed by the House of Representatives and the Senate on the dates hereon set forth. ________________________________________ Chief Clerk | |
| Approved ________________________________________ Governor of the State of Washington | Secretary of State State of Washington |
| State of Washington | 61st Legislature | 2009 Regular Session |
READ FIRST TIME 02/19/09.
AN ACT Relating to the uniform limited partnership act; amending RCW 23B.11.080, 23B.11.090, 23B.11.110, 23B.13.020, 25.05.355, 25.05.375, 25.05.385, 25.05.390, 25.05.425, 25.15.010, 25.15.325, 25.15.400, 25.15.405, 25.15.410, 25.15.415, and 25.15.430; adding new sections to chapter 25.10 RCW; repealing RCW 25.10.005, 25.10.010, 25.10.020, 25.10.030, 25.10.040, 25.10.050, 25.10.060, 25.10.070, 25.10.080, 25.10.090, 25.10.100, 25.10.110, 25.10.120, 25.10.130, 25.10.140, 25.10.150, 25.10.160, 25.10.170, 25.10.180, 25.10.190, 25.10.200, 25.10.210, 25.10.220, 25.10.230, 25.10.240, 25.10.250, 25.10.260, 25.10.270, 25.10.280, 25.10.290, 25.10.300, 25.10.310, 25.10.320, 25.10.330, 25.10.340, 25.10.350, 25.10.360, 25.10.370, 25.10.390, 25.10.400, 25.10.410, 25.10.420, 25.10.430, 25.10.440, 25.10.450, 25.10.453, 25.10.455, 25.10.457, 25.10.460, 25.10.470, 25.10.480, 25.10.490, 25.10.500, 25.10.510, 25.10.520, 25.10.530, 25.10.540, 25.10.550, 25.10.553, 25.10.555, 25.10.560, 25.10.570, 25.10.580, 25.10.590, 25.10.600, 25.10.610, 25.10.620, 25.10.630, 25.10.640, 25.10.650, 25.10.660, 25.10.670, 25.10.680, 25.10.690, 25.10.800, 25.10.810, 25.10.820, 25.10.830, 25.10.840, 25.10.900, 25.10.905, 25.10.910, 25.10.915, 25.10.920, 25.10.925, 25.10.930, 25.10.935, 25.10.940, 25.10.945, 25.10.950, and 25.10.955; and providing effective dates.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
NEW SECTION. Sec. 101
NEW SECTION. Sec. 102
(1) "Certificate of limited partnership" means the certificate
required by section 201 of this act, including the certificate as
amended or restated.
(2) "Contribution," except in the term "right of contribution,"
means any benefit provided by a person to a limited partnership in
order to become a partner or in the person's capacity as a partner.
(3) "Debtor in bankruptcy" means a person that is the subject of:
(a) An order for relief under Title 11 of the United States Code or
a comparable order under a successor statute of general application; or
(b) A comparable order under federal, state, or foreign law
governing insolvency.
(4) "Designated office" means:
(a) With respect to a limited partnership, the office that the
limited partnership is required to designate and maintain under section
114 of this act; and
(b) With respect to a foreign limited partnership, its principal
office.
(5) "Distribution" means a transfer of money or other property from
a limited partnership to a partner in the partner's capacity as a
partner or to a transferee on account of a transferable interest owned
by the transferee.
(6) "Foreign limited liability limited partnership" means a foreign
limited partnership whose general partners have limited liability for
the obligations of the foreign limited partnership under a provision
similar to section 404(3) of this act.
(7) "Foreign limited partnership" means a partnership formed under
the laws of a jurisdiction other than this state and required by those
laws to have one or more general partners and one or more limited
partners. "Foreign limited partnership" includes a foreign limited
liability limited partnership.
(8) "General partner" means:
(a) With respect to a limited partnership, a person that:
(i) Becomes a general partner under section 401 of this act; or
(ii) Was a general partner in a limited partnership when the
limited partnership became subject to this chapter under section 1306
(1) or (2) of this act; and
(b) With respect to a foreign limited partnership, a person that
has rights, powers, and obligations similar to those of a general
partner in a limited partnership.
(9) "Limited liability limited partnership," except in the term
"foreign limited liability limited partnership," means a limited
partnership whose certificate of limited partnership states that the
limited partnership is a limited liability limited partnership.
(10) "Limited partner" means:
(a) With respect to a limited partnership, a person that:
(i) Becomes a limited partner under section 301 of this act; or
(ii) Was a limited partner in a limited partnership when the
limited partnership became subject to this chapter under section 1306
(1) or (2) of this act; and
(b) With respect to a foreign limited partnership, a person that
has rights, powers, and obligations similar to those of a limited
partner in a limited partnership.
(11) "Limited partnership," except in the terms "foreign limited
partnership" and "foreign limited liability limited partnership," means
an entity, having one or more general partners and one or more limited
partners, that is formed under this chapter by two or more persons or
becomes subject to this chapter under article 11 of this chapter or
section 1306 (1) or (2) of this act. "Limited partnership" includes a
limited liability limited partnership.
(12) "Partner" means a limited partner or general partner.
(13) "Partnership agreement" means the partners' agreement, whether
oral, implied, in a record, or in any combination, concerning the
limited partnership. "Partnership agreement" includes the agreement as
amended.
(14) "Person" means an individual, corporation, business trust,
estate, trust, partnership, limited liability company, association,
joint venture, government; governmental subdivision, agency, or
instrumentality; public corporation, or any other legal or commercial
entity.
(15) "Person dissociated as a general partner" means a person
dissociated as a general partner of a limited partnership.
(16) "Principal office" means the office where the principal
executive office of a limited partnership or foreign limited
partnership is located, whether or not the office is located in this
state.
(17) "Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
(18) "Required information" means the information that a limited
partnership is required to maintain under section 111 of this act.
(19) "Sign" means:
(a) To sign with respect to a written record;
(b) To electronically transmit along with sufficient information to
determine the sender's identity with respect to an electronic
transmission; or
(c) With respect to a record to be filed with the secretary of
state, to comply with the standard for filing with the office of the
secretary of state as prescribed by the secretary of state.
(20) "State" means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands, or any
territory or insular possession subject to the jurisdiction of the
United States.
(21) "Transfer" includes an assignment, conveyance, deed, bill of
sale, lease, mortgage, security interest, encumbrance, gift, and
transfer by operation of law.
(22) "Transferable interest" means a partner's right to receive
distributions.
(23) "Transferee" means a person to which all or part of a
transferable interest has been transferred, whether or not the
transferor is a partner.
NEW SECTION. Sec. 103
(2) A person has notice of a fact if the person:
(a) Knows of it;
(b) Has received a notification of it;
(c) Has reason to know it exists from all of the facts known to the
person at the time in question; or
(d) Has notice of it under subsection (3) or (4) of this section.
(3) A certificate of limited partnership on file in the office of
the secretary of state is notice that the partnership is a limited
partnership and the persons designated in the certificate as general
partners are general partners. Except as otherwise provided in
subsection (4) of this section, the certificate is not notice of any
other fact.
(4) A person has notice of:
(a) Another person's dissociation as a general partner, ninety days
after the effective date of an amendment to the certificate of limited
partnership that states that the other person has dissociated or ninety
days after the effective date of a statement of dissociation pertaining
to the other person, whichever occurs first;
(b) A limited partnership's dissolution, ninety days after the
effective date of an amendment to the certificate of limited
partnership stating that the limited partnership is dissolved;
(c) A limited partnership's termination, ninety days after the
effective date of a statement of termination;
(d) A limited partnership's conversion under article 11 of this
chapter, ninety days after the effective date of the articles of
conversion; or
(e) A merger under article 11 of this chapter, ninety days after
the effective date of the articles of merger.
(5) A person notifies or gives a notification to another person by
taking steps reasonably required to inform the other person in ordinary
course, whether or not the other person learns of it.
(6) A person receives a notification when the notification:
(a) Comes to the person's attention; or
(b) Is delivered at the person's place of business or at any other
place held out by the person as a place for receiving communications.
(7) Except as otherwise provided in subsection (8) of this section,
a person other than an individual knows, has notice, or receives a
notification of a fact for purposes of a particular transaction when
the individual conducting the transaction for the person knows, has
notice, or receives a notification of the fact, or in any event when
the fact would have been brought to the individual's attention if the
person had exercised reasonable diligence. A person other than an
individual exercises reasonable diligence if it maintains reasonable
routines for communicating significant information to the individual
conducting the transaction for the person and there is reasonable
compliance with the routines. Reasonable diligence does not require an
individual acting for the person to communicate information unless the
communication is part of the individual's regular duties or the
individual has reason to know of the transaction and that the
transaction would be materially affected by the information.
(8) A general partner's knowledge, notice, or receipt of a
notification of a fact relating to the limited partnership is effective
immediately as knowledge of, notice to, or receipt of a notification by
the limited partnership, except in the case of a fraud on the limited
partnership committed by or with the consent of the general partner.
A limited partner's knowledge, notice, or receipt of a notification of
a fact relating to the limited partnership is not effective as
knowledge of, notice to, or receipt of a notification by the limited
partnership.
NEW SECTION. Sec. 104
(2) A limited partnership may be organized under this chapter for
any lawful purpose.
(3) A limited partnership has a perpetual duration.
NEW SECTION. Sec. 105
NEW SECTION. Sec. 106
NEW SECTION. Sec. 107
(2) If an obligation to pay interest arises under this chapter and
the rate is not specified, the rate is that specified in RCW
19.52.010(1).
NEW SECTION. Sec. 108
(2) The name of a limited partnership that is not a limited
liability limited partnership must contain the term "limited
partnership" or the abbreviation "LP" or "L.P." and may not contain the
term "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P."
(3) The name of a limited liability limited partnership must
contain the term "limited liability limited partnership" or the
abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation
"LP" or "L.P."
(4) Unless authorized by subsection (5) of this section, the name
of a limited partnership must be distinguishable in the records of the
secretary of state from:
(a) The name of each person other than an individual incorporated,
organized, or authorized to transact business in this state through a
filing or registration with the secretary of state; and
(b) Each name reserved under section 109 of this act.
(5) A limited partnership may apply to the secretary of state for
authorization to use a name that does not comply with subsection (4) of
this section. The secretary of state shall authorize use of the name
applied for if, as to each conflicting name:
(a) The present user, registrant, or owner of the conflicting name
consents in a signed record to the use and submits an undertaking in a
form satisfactory to the secretary of state to change the conflicting
name to a name that complies with subsection (4) of this section and is
distinguishable in the records of the secretary of state from the name
applied for;
(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 in this state the name
applied for; or
(c) The applicant delivers to the secretary of state proof
satisfactory to the secretary of state that the present user,
registrant, or owner of the conflicting name:
(i) Has merged into the applicant;
(ii) Has been converted into the applicant; or
(iii) Has transferred substantially all of its assets, including
the conflicting name, to the applicant.
(6) Subject to section 905 of this act, this section applies to any
foreign limited partnership transacting business in this state, having
a certificate of authority to transact business in this state, or
applying for a certificate of authority.
(7) A name shall not be considered distinguishable upon the records
of the secretary of state by virtue of:
(a) A variation in any of the following designations for the same
name: "Corporation," "incorporated," "company," "limited,"
"partnership," "limited partnership," "limited liability limited
partnership," "limited liability company," or "limited liability
partnership," or the abbreviations "corp.," "inc.," "co.," "ltd.,"
"LP," "L.P.," "LLP," "L.L.P.," "LLLP," "L.L.L.P.," "LLC," or "L.L.C.";
(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.
(8) This chapter does not control the use of assumed business names
or trade names.
NEW SECTION. Sec. 109
(a) A person intending to organize a limited partnership under this
chapter and to adopt the name;
(b) A limited partnership or a foreign limited partnership
authorized to transact business in this state intending to adopt the
name;
(c) A foreign limited partnership intending to obtain a certificate
of authority to transact business in this state and adopt the name;
(d) A person intending to organize a foreign limited partnership
and intending to have it obtain a certificate of authority to transact
business in this state and adopt the name;
(e) A foreign limited partnership formed under the name; or
(f) A foreign limited partnership formed under a name that does not
comply with section 108 (2) or (3) of this act, but the name reserved
under this subsection (1)(f) may differ from the foreign limited
partnership's name only to the extent necessary to comply with section
108 (2) and (3) of this act.
(2) A person may apply to reserve a name under subsection (1) of
this section by delivering to the secretary of state for filing an
application that states the name to be reserved and the subsection of
subsection (1) of this section that applies. If the secretary of state
finds that the name is available for use by the applicant, the
secretary of state shall file a statement of name reservation and
thereby reserve the name for the exclusive use of the applicant for one
hundred eighty days.
(3) An applicant that has reserved a name pursuant to subsection
(2) of this section may reserve the same name for additional one
hundred eighty-day periods. A person having a current reservation for
a name may not apply for another one hundred eighty-day period for the
same name until ninety days have elapsed in the current reservation.
(4) A person that has reserved a name under this section may
deliver to the secretary of state for filing a notice of transfer that
states the reserved name, the name and street and mailing address of
some other person to which the reservation is to be transferred, and
the subsection of subsection (1) of this section that applies to the
other person. Subject to section 206(3) of this act, the transfer is
effective when the secretary of state files the notice of transfer.
NEW SECTION. Sec. 110
(2) A partnership agreement may not:
(a) Vary a limited partnership's power under section 105 of this
act to sue, be sued, and defend in its own name;
(b) Vary the law applicable to a limited partnership under section
106 of this act;
(c) Vary the requirements of section 204 of this act;
(d) Vary the information required under section 111 of this act or
unreasonably restrict the right to information under section 304 or 407
of this act, but the partnership agreement may impose reasonable
restrictions on the availability and use of information obtained under
those sections and may define appropriate remedies, including
liquidated damages, for a breach of any reasonable restriction on use;
(e) Eliminate the duty of loyalty under section 408 of this act,
but the partnership agreement may, if not manifestly unreasonable:
(i) Identify specific types or categories of activities that do not
violate the duty of loyalty; and
(ii) Specify the number or percentage of partners that may
authorize or ratify, after full disclosure to all partners of all
material facts, a specific act or transaction that otherwise would
violate the duty of loyalty;
(f) Unreasonably reduce the duty of care under section 408(3) of
this act;
(g) Eliminate the obligation of good faith and fair dealing under
sections 305(2) and 408(4) of this act, but the partnership agreement
may prescribe the standards by which the performance of the obligation
is to be measured, if the standards are not manifestly unreasonable;
(h) Vary the power of a person to dissociate as a general partner
under section 604(1) of this act except to require that the notice
under section 603(1) of this act be in a record;
(i) Vary the power of a court to decree dissolution in the
circumstances specified in section 802 of this act;
(j) Vary the requirement to wind up the partnership's business as
specified in section 803 of this act;
(k) Unreasonably restrict the right to maintain an action under
article 10 of this chapter;
(l) Restrict the right of a partner under section 1110(1) of this
act to approve a conversion or merger or the right of a general partner
under section 1110(2) of this act to consent to an amendment to the
certificate of limited partnership that deletes a statement that the
limited partnership is a limited liability limited partnership; or
(m) Restrict rights under this chapter of a person other than a
partner or a transferee.
NEW SECTION. Sec. 111
(1) A current list showing the full name and last known street and
mailing address of each partner, separately identifying the general
partners, in alphabetical order, and the limited partners, in
alphabetical order;
(2) A copy of the initial certificate of limited partnership and
all amendments to and restatements of the certificate, together with
signed copies of any powers of attorney under which any certificate,
amendment, or restatement has been signed;
(3) A copy of any filed articles of conversion or merger;
(4) A copy of the limited partnership's federal, state, and local
tax returns and reports, if any, for the three most recent years;
(5) A copy of any partnership agreement made in a record and any
amendment made in a record to any partnership agreement;
(6) A copy of any financial statement of the limited partnership
for the three most recent years;
(7) A copy of the three most recent annual reports delivered by the
limited partnership to the secretary of state pursuant to section 210
of this act;
(8) A copy of any record made by the limited partnership during the
past three years of any consent given by or vote taken of any partner
pursuant to this chapter or the partnership agreement; and
(9) Unless contained in a partnership agreement made in a record,
a record stating:
(a) The amount of cash, and a description and statement of the
agreed value of the other benefits, contributed and agreed to be
contributed by each partner;
(b) The times at which, or events on the happening of which, any
additional contributions agreed to be made by each partner are to be
made;
(c) For any person that is both a general partner and a limited
partner, a specification of what transferable interest the person owns
in each capacity; and
(d) Any events upon the happening of which the limited partnership
is to be dissolved and its activities wound up.
NEW SECTION. Sec. 112
NEW SECTION. Sec. 113
NEW SECTION. Sec. 114
(a) An office, which need not be a place of its activity in this
state; and
(b) An agent for service of process.
(2) A foreign limited partnership shall designate and continuously
maintain in this state an agent for service of process.
(3) An agent for service of process of a limited partnership or
foreign limited partnership must be an individual who is a resident of
this state or other person authorized to do business in this state.
NEW SECTION. Sec. 115
(a) The name of the limited partnership or foreign limited
partnership;
(b) The street and mailing address of its current designated
office;
(c) If the current designated office is to be changed, the street
and mailing address of the new designated office;
(d) The name and street and mailing address of its current agent
for service of process; and
(e) If the current agent for service of process or an address of
the agent is to be changed, the new information.
(2) Subject to section 206(3) of this act, a statement of change is
effective when filed by the secretary of state.
NEW SECTION. Sec. 116
(2) After receiving a statement of resignation, the secretary of
state shall file it and mail a copy to the designated office of the
limited partnership or foreign limited partnership and another copy to
the principal office if the address of the office appears in the
records of the secretary of state and is different from the address of
the designated office.
(3) An agent for service of process is terminated on the thirty-first day after the secretary of state files the statement of
resignation.
NEW SECTION. Sec. 117
(2) If a limited partnership or foreign limited partnership does
not appoint or maintain an agent for service of process in this state
or the agent for service of process cannot with reasonable diligence be
found at the agent's address, the secretary of state is an agent of the
limited partnership or foreign limited partnership upon whom process,
notice, or demand may be served.
(3) Service of any process, notice, or demand on the secretary of
state may be made by delivering to and leaving with the secretary of
state duplicate copies of the process, notice, or demand. If a
process, notice, or demand is served on the secretary of state, the
secretary of state shall forward one of the copies by registered or
certified mail, return receipt requested, to the limited partnership or
foreign limited partnership at its designated office.
(4) Service is effected under subsection (3) of this section at the
earliest of:
(a) The date the limited partnership or foreign limited partnership
receives the process, notice, or demand;
(b) The date shown on the return receipt, if signed on behalf of
the limited partnership or foreign limited partnership; or
(c) Five days after the process, notice, or demand is deposited in
the mail, if mailed postpaid and correctly addressed.
(5) The secretary of state shall keep a record of each process,
notice, and demand served pursuant to this section and record the time
of, and the action taken regarding, the service.
(6) This section does not affect the right to serve process,
notice, or demand in any other manner provided by law.
NEW SECTION. Sec. 118
NEW SECTION. Sec. 119
NEW SECTION. Sec. 201
(a) The name of the limited partnership, which must comply with
section 108 of this act;
(b) The street and mailing address of the initial designated office
and the name and street and mailing address of the initial agent for
service of process;
(c) The name and the street and mailing address of each general
partner;
(d) Whether the limited partnership is a limited liability limited
partnership; and
(e) Any additional information required by article 11 of this
chapter.
(2) A certificate of limited partnership may also contain any other
matters but may not vary or otherwise affect the provisions specified
in section 110(2) of this act in a manner inconsistent with that
section.
(3) If there has been substantial compliance with subsection (1) of
this section, subject to section 206(3) of this act, a limited
partnership is formed when the secretary of state files the certificate
of limited partnership.
(4) Subject to subsection (2) of this section, if any provision of
a partnership agreement is inconsistent with the filed certificate of
limited partnership or with a filed statement of dissociation,
termination, or change or filed articles of conversion or merger:
(a) The partnership agreement prevails as to partners and
transferees; and
(b) The filed certificate of limited partnership, statement of
dissociation, termination, or change or articles of conversion or
merger prevails as to persons, other than partners and transferees,
that reasonably rely on the filed record to their detriment.
NEW SECTION. Sec. 202
(a) The name of the limited partnership;
(b) The date of filing of its initial certificate of limited
partnership; and
(c) The changes the amendment makes to the certificate of limited
partnership as most recently amended or restated.
(2) A limited partnership shall promptly deliver to the secretary
of state for filing an amendment to a certificate of limited
partnership to reflect:
(a) The admission of a new general partner;
(b) The dissociation of a person as a general partner; or
(c) The appointment of a person to wind up the limited
partnership's activities under section 803 (3) or (4) of this act.
(3) A general partner that knows that any information in a filed
certificate of limited partnership was false when the certificate was
filed or has become false due to changed circumstances shall promptly:
(a) Cause the certificate of limited partnership to be amended; or
(b) If appropriate, deliver to the secretary of state for filing a
statement of change pursuant to section 115 of this act or a statement
of correction pursuant to section 207 of this act.
(4) A certificate of limited partnership may be amended at any time
for any other proper purpose as determined by the limited partnership.
(5) A restated certificate of limited partnership may be delivered
to the secretary of state for filing in the same manner as an
amendment.
(6) Subject to section 206(3) of this act, an amendment or restated
certificate of limited partnership is effective when filed by the
secretary of state.
NEW SECTION. Sec. 203
(1) The name of the limited partnership;
(2) The date of filing of its initial certificate of limited
partnership; and
(3) Any other information as determined by the general partners
filing the statement or by a person appointed pursuant to section 803
(3) or (4) of this act.
NEW SECTION. Sec. 204
(a) An initial certificate of limited partnership must be signed by
all general partners listed in the certificate.
(b) An amendment adding or deleting a statement that the limited
partnership is a limited liability limited partnership must be signed
by all general partners listed in the certificate.
(c) An amendment designating as general partner a person admitted
under section 801(3)(b) of this act following the dissociation of a
limited partnership's last general partner must be signed by that
person.
(d) An amendment required by section 803(3) of this act following
the appointment of a person to wind up the dissolved limited
partnership's activities must be signed by that person.
(e) Any other amendment must be signed by:
(i) At least one general partner listed in the certificate of
limited partnership;
(ii) Each other person designated in the amendment as a new general
partner; and
(iii) Each person that the amendment indicates has dissociated as
a general partner, unless:
(A) The person is deceased or a guardian or general conservator has
been appointed for the person and the amendment so states; or
(B) The person has previously delivered to the secretary of state
for filing a statement of dissociation.
(f) A restated certificate of limited partnership must be signed by
at least one general partner listed in the certificate, and, to the
extent the restated certificate effects a change under any other
subsection of this subsection (1), the certificate must be signed in a
manner that satisfies that subsection.
(g) A statement of termination must be signed by all general
partners listed in the certificate or, if the certificate of a
dissolved limited partnership lists no general partners, by the person
appointed pursuant to section 803 (3) or (4) of this act to wind up the
dissolved limited partnership's activities.
(h) Articles of conversion must be signed by each general partner
listed in the certificate of limited partnership.
(i) Articles of merger must be signed as provided in section
1108(1) of this act.
(j) Any other record delivered on behalf of a limited partnership
to the secretary of state for filing must be signed by at least one
general partner listed in the certificate of limited partnership.
(k) A statement by a person pursuant to section 605(1)(d) of this
act stating that the person has dissociated as a general partner must
be signed by that person.
(l) A statement of withdrawal by a person pursuant to section 306
of this act must be signed by that person.
(m) A record delivered on behalf of a foreign limited partnership
to the secretary of state for filing must be signed by at least one
general partner of the foreign limited partnership.
(n) Any other record delivered on behalf of any person to the
secretary of state for filing must be signed by that person.
(2) Any person may sign by an attorney-in-fact any record to be
filed pursuant to this chapter.
NEW SECTION. Sec. 205
(a) The person to sign the record;
(b) Delivery of the record to the secretary of state for filing; or
(c) The secretary of state to file the record unsigned.
(2) If the person aggrieved under subsection (1) of this section is
not the limited partnership or foreign limited partnership to which the
record pertains, the aggrieved person shall make the limited
partnership or foreign limited partnership a party to the action. A
person aggrieved under subsection (1) of this section may seek the
remedies provided in subsection (1) of this section in the same action
in combination or in the alternative.
(3) A record filed unsigned pursuant to this section is effective
without being signed.
NEW SECTION. Sec. 206
(a) For a statement of dissociation, send:
(i) A copy of the filed statement and a receipt for the fees to the
person that the statement indicates has dissociated as a general
partner; and
(ii) A copy of the filed statement and receipt to the limited
partnership;
(b) For a statement of withdrawal, send:
(i) A copy of the filed statement and a receipt for the fees to the
person on whose behalf the record was filed; and
(ii) If the statement refers to an existing limited partnership, a
copy of the filed statement and receipt to the limited partnership; and
(c) For all other records, send a copy of the filed record and a
receipt for the fees to the person on whose behalf the record was
filed.
(2) Upon request and payment of a fee, the secretary of state shall
send to the requester a certified copy of the requested record.
(3) Except as otherwise provided in sections 116 and 207 of this
act, a record delivered to the secretary of state for filing under this
chapter may specify an effective time and a delayed effective date.
Except as otherwise provided in this chapter, a record filed by the
secretary of state is effective:
(a) If the record does not specify an effective time and does not
specify a delayed effective date, on the date and at the time the
record is filed as evidenced by the secretary of state's endorsement of
the date and time on the record;
(b) If the record specifies an effective time but not a delayed
effective date, on the date the record is filed at the time specified
in the record;
(c) If the record specifies a delayed effective date but not an
effective time, at 12:01 a.m. on the earlier of:
(i) The specified date; or
(ii) The ninetieth day after the record is filed; or
(d) If the record specifies an effective time and a delayed
effective date, at the specified time on the earlier of:
(i) The specified date; or
(ii) The ninetieth day after the record is filed.
NEW SECTION. Sec. 207
(2) A statement of correction may not state a delayed effective
date and must:
(a) Describe the record to be corrected, including its filing date,
or attach a copy of the record as filed;
(b) Specify the incorrect information and the reason it is
incorrect or the manner in which the signing was defective; and
(c) Correct the incorrect information or defective signature.
(3) When filed by the secretary of state, a statement of correction
is effective retroactively as of the effective date of the record the
statement corrects, but the statement is effective when filed:
(a) For the purposes of section 103 (3) and (4) of this act; and
(b) As to persons relying on the uncorrected record and adversely
affected by the correction.
NEW SECTION. Sec. 208
(a) A person that signed the record, or caused another to sign it
on the person's behalf, and knew the information to be false at the
time the record was signed; and
(b) A general partner that has notice that the information was
false when the record was filed or has become false because of changed
circumstances, if the general partner has notice for a reasonably
sufficient time before the information is relied upon to enable the
general partner to effect an amendment under section 202 of this act,
file a petition under section 205 of this act, or deliver to the
secretary of state for filing a statement of change under section 115
of this act or a statement of correction under section 207 of this act.
(2) A person who signs a record authorized or required to be filed
under this chapter that such a person knows is false in any material
respect with intent that the record be delivered to the secretary of
state for filing is guilty of a gross misdemeanor punishable under
chapter 9A.20 RCW.
NEW SECTION. Sec. 209
(2) A certificate of existence or authorization means that as of
the date of its issuance:
(a) The domestic limited partnership is duly formed under the laws
of this state, or that the foreign limited partnership is authorized to
transact business in this state;
(b) All fees and penalties owed to this state under this chapter
have been paid, if (i) payment is reflected in the records of the
secretary of state, and (ii) nonpayment affects the existence or
authorization of the domestic or foreign limited partnership;
(c) The limited partnership's most recent annual report required by
section 210 of this act has been delivered to the secretary of state;
(d) The partnership's certificate of limited partnership has not
been amended to state that the limited partnership is dissolved; and
(e) A statement of termination or an application for withdrawal has
not been filed by the secretary of state.
(3) A person may apply to the secretary of state to issue a
certificate covering any fact of record.
(4) Subject to any qualification stated in the certificate, a
certificate of existence or authorization issued by the secretary of
state may be relied upon as conclusive evidence that the domestic or
foreign limited partnership is in existence or is authorized to
transact business in the limited partnership form in this state.
NEW SECTION. Sec. 210
(a) The name of the limited partnership or foreign limited
partnership;
(b) The street and mailing address of its designated office and the
name and street and mailing address of its agent for service of process
in this state;
(c) In the case of a limited partnership, the street and mailing
address of its principal office; and
(d) In the case of a foreign limited partnership, the state or
other jurisdiction under whose law the foreign limited partnership is
formed and any alternate name adopted under section 905(1) of this act.
(2) Information in an annual report must be current as of the date
the annual report is delivered to the secretary of state for filing.
(3) Annual reports must be delivered to the secretary of state on
a date determined by the secretary of state, and at such additional
times as the partnership elects.
(4) If an annual report does not contain the information required
in subsection (1) of this section, the secretary of state shall
promptly notify the reporting limited partnership or foreign limited
partnership and return the report to it for correction. If the report
is corrected to contain the information required in subsection (1) of
this section and delivered to the secretary of state within thirty days
after the effective date of the notice, it is timely delivered.
(5) If a filed annual report contains an address of a designated
office or the name or address of an agent for service of process that
differs from the information shown in the records of the secretary of
state immediately before the filing, the differing information in the
annual report is considered a statement of change under section 115 of
this act.
NEW SECTION. Sec. 301
(1) As provided in the partnership agreement;
(2) As the result of a conversion or merger under article 11 of
this chapter; or
(3) With the consent of all the partners.
NEW SECTION. Sec. 302
NEW SECTION. Sec. 303
NEW SECTION. Sec. 304
(2) During regular business hours and at a reasonable location
specified by the limited partnership, a limited partner may obtain from
the limited partnership and inspect and copy true and full information
regarding the state of the activities and financial condition of the
limited partnership and other information regarding the activities of
the limited partnership as is just and reasonable if:
(a) The limited partner seeks the information for a purpose
reasonably related to the partner's interest as a limited partner;
(b) The limited partner makes a demand in a record received by the
limited partnership, describing with reasonable particularity the
information sought and the purpose for seeking the information; and
(c) The information sought is directly connected to the limited
partner's purpose.
(3) Within ten days after receiving a demand pursuant to subsection
(2) of this section, the limited partnership in a record shall inform
the limited partner that made the demand:
(a) What information the limited partnership will provide in
response to the demand;
(b) When and where the limited partnership will provide the
information; and
(c) If the limited partnership declines to provide any demanded
information, the limited partnership's reasons for declining.
(4) Subject to subsection (6) of this section, a person dissociated
as a limited partner may inspect and copy required information during
regular business hours in the limited partnership's designated office
if:
(a) The information pertains to the period during which the person
was a limited partner;
(b) The person seeks the information in good faith; and
(c) The person meets the requirements of subsection (2) of this
section.
(5) The limited partnership shall respond to a demand made pursuant
to subsection (4) of this section in the same manner as provided in
subsection (3) of this section.
(6) If a limited partner dies, section 704 of this act applies.
(7) The limited partnership may impose reasonable restrictions on
the use of information obtained under this section. In a dispute
concerning the reasonableness of a restriction under this subsection,
the limited partnership has the burden of proving reasonableness.
(8) A limited partnership may charge a person that makes a demand
under this section reasonable costs of copying, limited to the costs of
labor and material.
(9) A limited partner or person dissociated as a limited partner
may exercise the rights under this section through an attorney or other
agent. Any restriction imposed under subsection (7) of this section or
by the partnership agreement applies both to the attorney or other
agent and to the limited partner or person dissociated as a limited
partner.
(10) The rights stated in this section do not extend to a person as
transferee, but may be exercised by the legal representative of an
individual under legal disability who is a limited partner or person
dissociated as a limited partner.
NEW SECTION. Sec. 305
(2) A limited partner shall discharge the duties to the partnership
and the other partners under this chapter or under the partnership
agreement and exercise any rights consistently with the obligation of
good faith and fair dealing.
(3) A limited partner does not violate a duty or obligation under
this chapter or under the partnership agreement merely because the
limited partner's conduct furthers the limited partner's own interest.
NEW SECTION. Sec. 306
(a) Causes an appropriate certificate of limited partnership,
amendment, or statement of correction to be signed and delivered to the
secretary of state for filing; or
(b) Withdraws from future participation as an owner in the
enterprise by signing and delivering to the secretary of state for
filing a statement of withdrawal under this section.
(2) A person that makes an investment described in subsection (1)
of this section is liable to the same extent as a general partner to
any third party that enters into a transaction with the enterprise,
believing in good faith that the person is a general partner, before
the secretary of state files a statement of withdrawal, certificate of
limited partnership, amendment, or statement of correction to show that
the person is not a general partner.
(3) If a person makes a diligent effort in good faith to comply
with subsection (1)(a) of this section and is unable to cause the
appropriate certificate of limited partnership, amendment, or statement
of correction to be signed and delivered to the secretary of state for
filing, the person has the right to withdraw from the enterprise
pursuant to subsection (1)(b) of this section even if the withdrawal
would otherwise breach an agreement with others that are or have agreed
to become co-owners of the enterprise.
NEW SECTION. Sec. 401
(1) As provided in the partnership agreement;
(2) Under section 801(3)(b) of this act following the dissociation
of a limited partnership's last general partner;
(3) As the result of a conversion or merger under article 11 of
this chapter; or
(4) With the consent of all the partners.
NEW SECTION. Sec. 402
(2) An act of a general partner that is not apparently for carrying
on in the ordinary course of the limited partnership's activities or
activities of the kind carried on by the limited partnership binds the
limited partnership only if the act was actually authorized by all the
other partners.
NEW SECTION. Sec. 403
(2) If, in the course of the limited partnership's activities or
while acting with authority of the limited partnership, a general
partner receives or causes the limited partnership to receive money or
property of a person not a partner, and the money or property is
misapplied by a general partner, the limited partnership is liable for
the loss.
NEW SECTION. Sec. 404
(2) A person that becomes a general partner of an existing limited
partnership is not personally liable for an obligation of a limited
partnership incurred before the person became a general partner.
(3) An obligation of a limited partnership incurred while the
limited partnership is a limited liability limited partnership, whether
arising in contract, tort, or otherwise, is solely the obligation of
the limited partnership. A general partner is not personally liable,
directly or indirectly, by way of contribution or otherwise, for such
an obligation solely by reason of being or acting as a general partner.
This subsection applies despite anything inconsistent in the
partnership agreement that existed immediately before the consent
required to become a limited liability limited partnership under
section 406(2)(b) of this act.
NEW SECTION. Sec. 405
(2) A judgment against a limited partnership is not by itself a
judgment against a general partner. A judgment against a limited
partnership may not be satisfied from a general partner's assets unless
there is also a judgment against the general partner.
(3) A judgment creditor of a general partner may not levy execution
against the assets of the general partner to satisfy a judgment based
on a claim against the limited partnership, unless the partner is
personally liable for the claim under section 404 of this act and:
(a) A judgment based on the same claim has been obtained against
the limited partnership and a writ of execution on the judgment has
been returned unsatisfied in whole or in part;
(b) The limited partnership is a debtor in bankruptcy;
(c) The general partner has agreed that the creditor need not
exhaust limited partnership assets;
(d) A court grants permission to the judgment creditor to levy
execution against the assets of a general partner based on a finding
that limited partnership assets subject to execution are clearly
insufficient to satisfy the judgment, that exhaustion of limited
partnership assets is excessively burdensome, or that the grant of
permission is an appropriate exercise of the court's equitable powers;
or
(e) Liability is imposed on the general partner by law or contract
independent of the existence of the limited partnership.
NEW SECTION. Sec. 406
(2) The consent of each partner is necessary to:
(a) Amend the partnership agreement;
(b) Amend the certificate of limited partnership to add or, subject
to section 1110 of this act, delete a statement that the limited
partnership is a limited liability limited partnership; and
(c) Sell, lease, exchange, or otherwise dispose of all, or
substantially all, of the limited partnership's property, with or
without the good will, other than in the usual and regular course of
the limited partnership's activities.
(3) A limited partnership shall reimburse a general partner for
payments made and indemnify a general partner for liabilities incurred
by the general partner in the ordinary course of the activities of the
partnership or for the preservation of its activities or property.
(4) A limited partnership shall reimburse a general partner for an
advance to the limited partnership beyond the amount of capital the
general partner agreed to contribute.
(5) A payment or advance made by a general partner that gives rise
to an obligation of the limited partnership under subsection (3) or (4)
of this section constitutes a loan to the limited partnership that
accrues interest from the date of the payment or advance.
(6) A general partner is not entitled to remuneration for services
performed for the partnership.
NEW SECTION. Sec. 407
(a) In the limited partnership's designated office, required
information; and
(b) At a reasonable location specified by the limited partnership,
any other records maintained by the limited partnership regarding the
limited partnership's activities and financial condition.
(2) Each general partner and the limited partnership shall furnish
to a general partner:
(a) Without demand, any information concerning the limited
partnership's activities and activities reasonably required for the
proper exercise of the general partner's rights and duties under the
partnership agreement or this chapter; and
(b) On demand, any other information concerning the limited
partnership's activities, except to the extent the demand or the
information demanded is unreasonable or otherwise improper under the
circumstances.
(3) Subject to subsection (5) of this section, on ten days' demand
made in a record received by the limited partnership, a person
dissociated as a general partner may have access to the information and
records described in subsection (1) of this section at the location
specified in subsection (1) of this section if:
(a) The information or record pertains to the period during which
the person was a general partner;
(b) The person seeks the information or record in good faith; and
(c) The person satisfies the requirements imposed on a limited
partner by section 304(2) of this act.
(4) The limited partnership shall respond to a demand made pursuant
to subsection (3) of this section in the same manner as provided in
section 304(3) of this act.
(5) If a general partner dies, section 704 of this act applies.
(6) The limited partnership may impose reasonable restrictions on
the use of information under this section. In any dispute concerning
the reasonableness of a restriction under this subsection, the limited
partnership has the burden of proving reasonableness.
(7) A limited partnership may charge a person dissociated as a
general partner that makes a demand under this section reasonable costs
of copying, limited to the costs of labor and material.
(8) A general partner or person dissociated as a general partner
may exercise the rights under this section through an attorney or other
agent. Any restriction imposed under subsection (6) of this section or
by the partnership agreement applies both to the attorney or other
agent and to the general partner or person dissociated as a general
partner.
(9) The rights under this section do not extend to a person as
transferee, but the rights under subsection (3) of this section of a
person dissociated as a general partner may be exercised by the legal
representative of an individual who dissociated as a general partner
under section 603(7) (b) or (c) of this act.
NEW SECTION. Sec. 408
(2) A general partner's duty of loyalty to the limited partnership
and the other partners is limited to the following:
(a) To account to the limited partnership and hold as trustee for
it any property, profit, or benefit derived by the general partner in
the conduct and winding up of the limited partnership's activities or
derived from a use by the general partner of limited partnership
property, including the appropriation of a limited partnership
opportunity;
(b) To refrain from dealing with the limited partnership in the
conduct or winding up of the limited partnership's activities as or on
behalf of a party having an interest adverse to the limited
partnership; and
(c) To refrain from competing with the limited partnership in the
conduct or winding up of the limited partnership's activities.
(3) A general partner's duty of care to the limited partnership and
the other partners in the conduct and winding up of the limited
partnership's activities is limited to refraining from engaging in
grossly negligent or reckless conduct, intentional misconduct, or a
knowing violation of law.
(4) A general partner shall discharge the duties to the partnership
and the other partners under this chapter or under the partnership
agreement and exercise any rights consistently with the obligation of
good faith and fair dealing.
(5) A general partner does not violate a duty or obligation under
this chapter or under the partnership agreement merely because the
general partner's conduct furthers the general partner's own interest.
NEW SECTION. Sec. 501
NEW SECTION. Sec. 502
(2) If a partner does not make a promised nonmonetary contribution,
the partner is obligated at the option of the limited partnership to
contribute money equal to that portion of the value, as stated in the
required information, of the stated contribution that has not been
made.
(3) The obligation of a partner to make a contribution or return
money or other property paid or distributed in violation of this
chapter may be compromised only by consent of all partners. A creditor
of a limited partnership that extends credit or otherwise acts in
reasonable reliance on an obligation described in subsection (1) of
this section, without notice of any compromise under this subsection,
may enforce the original obligation to the extent that, in extending
credit, the creditor reasonably relied on the obligation of a partner
to make a contribution.
NEW SECTION. Sec. 503
NEW SECTION. Sec. 504
NEW SECTION. Sec. 505
NEW SECTION. Sec. 506
NEW SECTION. Sec. 507
NEW SECTION. Sec. 508
(2) A limited partnership may not make a distribution if after the
distribution:
(a) The limited partnership would not be able to pay its debts as
they become due in the ordinary course of the limited partnership's
activities; or
(b) The limited partnership's total assets would be less than the
sum of its total liabilities other than liabilities to partners on
account of their partnership interests and liabilities for which
recourse of creditors is limited to specified property of the limited
partnership, except that the fair value of property that is subject to
a liability for which the recourse of creditors is limited shall be
included in the assets of the limited partnership only to the extent
that the fair value of that property exceeds that liability.
(3) A limited partnership may base a determination that a
distribution is not prohibited under subsection (2) of this section on
financial statements prepared on the basis of accounting practices and
principles that are reasonable in the circumstances or on a fair
valuation or other method that is reasonable in the circumstances.
(4) Except as otherwise provided in subsection (7) of this section,
the effect of a distribution under subsection (2) of this section is
measured:
(a) In the case of distribution by purchase, redemption, or other
acquisition of a transferable interest in the limited partnership, as
of the date money or other property is transferred or debt incurred by
the limited partnership; and
(b) In all other cases, as of the date:
(i) The distribution is authorized, if the payment occurs within
one hundred twenty days after that date; or
(ii) The payment is made, if payment occurs more than one hundred
twenty days after the distribution is authorized.
(5) A limited partnership's indebtedness to a partner incurred by
reason of a distribution made in accordance with this section is at
parity with the limited partnership's indebtedness to its general,
unsecured creditors.
(6) A limited partnership's indebtedness, including indebtedness
issued in connection with or as part of a distribution, is not
considered a liability for purposes of subsection (2) of this section
if the terms of the indebtedness provide that payment of principal and
interest are made only to the extent that a distribution could then be
made to partners under this section.
(7) If indebtedness is issued as a distribution, each payment of
principal or interest on the indebtedness is treated as a distribution,
the effect of which is measured on the date the payment is made.
NEW SECTION. Sec. 509
(2) A partner or transferee that received a distribution knowing
that the distribution to that partner or transferee was made in
violation of section 508 of this act is personally liable to the
limited partnership but only to the extent that the distribution
received by the partner or transferee exceeded the amount that could
have been properly paid under section 508 of this act.
(3) A general partner against which an action is commenced under
subsection (1) of this section may:
(a) Implead in the action any other person that is liable under
subsection (1) of this section and compel contribution from the person;
and
(b) Implead in the action any person that received a distribution
in violation of subsection (2) of this section and compel contribution
from the person in the amount the person received in violation of
subsection (2) of this section.
(4) An action under this section is barred if it is not commenced
within two years after the distribution.
NEW SECTION. Sec. 601
(2) A person is dissociated from a limited partnership as a limited
partner upon the occurrence of any of the following events:
(a) The limited partnership's having notice of the person's express
will to withdraw as a limited partner or on a later date specified by
the person;
(b) An event agreed to in the partnership agreement as causing the
person's dissociation as a limited partner;
(c) The person's expulsion as a limited partner pursuant to the
partnership agreement;
(d) The person's expulsion as a limited partner by the unanimous
consent of the other partners if:
(i) It is unlawful to carry on the limited partnership's activities
with the person as a limited partner;
(ii) There has been a transfer of all of the person's transferable
interest in the limited partnership, other than a transfer for security
purposes, or a court order charging the person's interest, that has not
been foreclosed;
(iii) The person is a corporation and, within ninety days after the
limited partnership notifies the person that it will be expelled as a
limited partner because it has filed a certificate of dissolution or
the equivalent, its charter has been revoked, or its right to conduct
business has been suspended by the jurisdiction of its incorporation,
there is no revocation of the certificate of dissolution or no
reinstatement of its charter or its right to conduct business; or
(iv) The person is a limited liability company or partnership that
has been dissolved and whose business is being wound up;
(e) On application by the limited partnership, the person's
expulsion as a limited partner by judicial order because:
(i) The person engaged in wrongful conduct that adversely and
materially affected the limited partnership's activities;
(ii) The person willfully or persistently committed a material
breach of the partnership agreement or of the obligation of good faith
and fair dealing under section 305(2) of this act; or
(iii) The person engaged in conduct relating to the limited
partnership's activities that makes it not reasonably practicable to
carry on the activities with the person as limited partner;
(f) In the case of a person who is an individual, the person's
death;
(g) In the case of a person that is a trust or is acting as a
limited partner by virtue of being a trustee of a trust, distribution
of the trust's entire transferable interest in the limited partnership,
but not merely by reason of the substitution of a successor trustee;
(h) In the case of a person that is an estate or is acting as a
limited partner by virtue of being a personal representative of an
estate, distribution of the estate's entire transferable interest in
the limited partnership, but not merely by reason of the substitution
of a successor personal representative;
(i) Termination of a limited partner that is not an individual,
partnership, limited liability company, corporation, trust, or estate;
(j) The limited partnership's participation in a conversion or
merger under article 11 of this chapter, if the limited partnership:
(i) Is not the converted or surviving entity; or
(ii) Is the converted or surviving entity but, as a result of the
conversion or merger, the person ceases to be a limited partner.
NEW SECTION. Sec. 602
(a) Subject to section 704 of this act, the person does not have
further rights as a limited partner;
(b) The person's obligation of good faith and fair dealing as a
limited partner under section 305(2) of this act continues only as to
matters arising and events occurring before the dissociation; and
(c) Subject to section 704 of this act and article 11 of this
chapter, any transferable interest owned by the person in the person's
capacity as a limited partner immediately before dissociation is owned
by the person as a mere transferee.
(2) A person's dissociation as a limited partner does not of itself
discharge the person from any obligation to the limited partnership or
the other partners that the person incurred while a limited partner.
NEW SECTION. Sec. 603
(1) The limited partnership's having notice of the person's express
will to withdraw as a general partner or on a later date specified by
the person;
(2) An event agreed to in the partnership agreement as causing the
person's dissociation as a general partner;
(3) The person's expulsion as a general partner pursuant to the
partnership agreement;
(4) The person's expulsion as a general partner by the unanimous
consent of the other partners if:
(a) It is unlawful to carry on the limited partnership's activities
with the person as a general partner;
(b) There has been a transfer of all or substantially all of the
person's transferable interest in the limited partnership, other than
a transfer for security purposes, or a court order charging the
person's interest, that has not been foreclosed;
(c) The person is a corporation and, within ninety days after the
limited partnership notifies the person that it will be expelled as a
general partner because it has filed a certificate of dissolution or
the equivalent, its charter has been revoked, or its right to conduct
business has been suspended by the jurisdiction of its incorporation,
there is no revocation of the certificate of dissolution or no
reinstatement of its charter or its right to conduct business; or
(d) The person is a limited liability company or partnership that
has been dissolved and whose business is being wound up;
(5) On application by the limited partnership, the person's
expulsion as a general partner by judicial determination because:
(a) The person engaged in wrongful conduct that adversely and
materially affected the limited partnership activities;
(b) The person willfully or persistently committed a material
breach of the partnership agreement or of a duty owed to the
partnership or the other partners under section 408 of this act; or
(c) The person engaged in conduct relating to the limited
partnership's activities that makes it not reasonably practicable to
carry on the activities of the limited partnership with the person as
a general partner;
(6) The person's:
(a) Becoming a debtor in bankruptcy;
(b) Execution of an assignment for the benefit of creditors;
(c) Seeking, consenting to, or acquiescing in the appointment of a
trustee, receiver, or liquidator of the person or of all or
substantially all of the person's property; or
(d) Failure, within ninety days after the appointment, to have
vacated or stayed the appointment of a trustee, receiver, or liquidator
of the general partner or of all or substantially all of the person's
property obtained without the person's consent or acquiescence, or
failing within ninety days after the expiration of a stay to have the
appointment vacated;
(7) In the case of a person who is an individual:
(a) The person's death;
(b) The appointment of a guardian or general conservator for the
person; or
(c) A judicial determination that the person has otherwise become
incapable of performing the person's duties as a general partner under
the partnership agreement;
(8) In the case of a person that is a trust or is acting as a
general partner by virtue of being a trustee of a trust, distribution
of the trust's entire transferable interest in the limited partnership,
but not merely by reason of the substitution of a successor trustee;
(9) In the case of a person that is an estate or is acting as a
general partner by virtue of being a personal representative of an
estate, distribution of the estate's entire transferable interest in
the limited partnership, but not merely by reason of the substitution
of a successor personal representative;
(10) Termination of a general partner that is not an individual,
partnership, limited liability company, corporation, trust, or estate;
or
(11) The limited partnership's participation in a conversion or
merger under article 11 of this chapter, if the limited partnership:
(a) Is not the converted or surviving entity; or
(b) Is the converted or surviving entity but, as a result of the
conversion or merger, the person ceases to be a general partner.
NEW SECTION. Sec. 604
(2) A person's dissociation as a general partner is wrongful only
if:
(a) It is in breach of an express provision of the partnership
agreement; or
(b) It occurs before the termination of the limited partnership,
and:
(i) The person withdraws as a general partner by express will;
(ii) The person is expelled as a general partner by judicial
determination under section 603(5) of this act;
(iii) The person is dissociated as a general partner as a result of
an event described in section 603(6) of this act; or
(iv) In the case of a person that is not an individual, trust other
than a business trust, or estate, the person is expelled or otherwise
dissociated as a general partner because it willfully dissolved or
terminated.
(3) A person that wrongfully dissociates as a general partner is
liable to the limited partnership and, subject to section 1001 of this
act, to the other partners for damages caused by the dissociation. The
liability is in addition to any other obligation of the general partner
to the limited partnership or to the other partners.
NEW SECTION. Sec. 605
(a) The person's right to participate as a general partner in the
management and conduct of the partnership's activities terminates;
(b) The person's duty of loyalty as a general partner under section
408(2)(c) of this act terminates;
(c) The person's duty of loyalty as a general partner under section
408(2) (a) and (b) of this act and duty of care under section 408(3) of
this act continue only with regard to matters arising and events
occurring before the person's dissociation as a general partner;
(d) The person may sign and deliver to the secretary of state for
filing a statement of dissociation pertaining to the person and, at the
request of the limited partnership, shall sign an amendment to the
certificate of limited partnership that states that the person has
dissociated; and
(e) Subject to section 704 of this act and article 11 of this
chapter, any transferable interest owned by the person immediately
before dissociation in the person's capacity as a general partner is
owned by the person as a mere transferee.
(2) A person's dissociation as a general partner does not of itself
discharge the person from any obligation to the limited partnership or
the other partners that the person incurred while a general partner.
NEW SECTION. Sec. 606
(a) The act would have bound the limited partnership under section
402 of this act before the dissociation; and
(b) At the time the other party enters into the transaction:
(i) Less than two years have passed since the dissociation; and
(ii) The other party does not have notice of the dissociation and
reasonably believes that the person is a general partner.
(2) If a limited partnership is bound under subsection (1) of this
section, the person dissociated as a general partner that caused the
limited partnership to be bound is liable:
(a) To the limited partnership for any damage caused to the limited
partnership arising from the obligation incurred under subsection (1)
of this section; and
(b) If a general partner or another person dissociated as a general
partner is liable for the obligation, to the general partner or other
person for any damage caused to the general partner or other person
arising from the liability.
NEW SECTION. Sec. 607
(2) A person whose dissociation as a general partner resulted in a
dissolution and winding up of the limited partnership's activities is
liable to the same extent as a general partner under section 404 of
this act on an obligation incurred by the limited partnership under
section 804 of this act.
(3) A person that has dissociated as a general partner but whose
dissociation did not result in a dissolution and winding up of the
limited partnership's activities is liable on a transaction entered
into by the limited partnership after the dissociation only if:
(a) A general partner would be liable on the transaction; and
(b) At the time the other party enters into the transaction:
(i) Less than two years have passed since the dissociation; and
(ii) The other party does not have notice of the dissociation and
reasonably believes that the person is a general partner.
(4) By agreement with a creditor of a limited partnership and the
limited partnership, a person dissociated as a general partner may be
released from liability for an obligation of the limited partnership.
(5) A person dissociated as a general partner is released from
liability for an obligation of the limited partnership if the limited
partnership's creditor, with notice of the person's dissociation as a
general partner but without the person's consent, agrees to a material
alteration in the nature or time of payment of the obligation.
NEW SECTION. Sec. 701
NEW SECTION. Sec. 702
(a) Is permissible;
(b) Does not by itself cause the partner's dissociation or a
dissolution and winding up of the limited partnership's activities; and
(c) Does not, as against the other partners or the limited
partnership, entitle the transferee to participate in the management or
conduct of the limited partnership's activities, to require access to
information concerning the limited partnership's transactions except as
otherwise provided in subsection (3) of this section, or to inspect or
copy the required information or the limited partnership's other
records.
(2) A transferee has a right to receive, in accordance with the
transfer:
(a) Distributions to which the transferor would otherwise be
entitled; and
(b) Upon the dissolution and winding up of the limited
partnership's activities the net amount otherwise distributable to the
transferor.
(3) In a dissolution and winding up, a transferee is entitled to an
account of the limited partnership's transactions only from the date of
dissolution.
(4) Upon transfer, the transferor retains the rights of a partner
other than the interest in distributions transferred and retains all
duties and obligations of a partner.
(5) A limited partnership need not give effect to a transferee's
rights under this section until the limited partnership has notice of
the transfer.
(6) A transfer of a partner's transferable interest in the limited
partnership in violation of a restriction on transfer contained in the
partnership agreement is ineffective as to a person having notice of
the restriction at the time of transfer.
(7) A transferee that becomes a partner with respect to a
transferable interest is liable for the transferor's obligations under
sections 502 and 509 of this act. However, the transferee is not
obligated for liabilities unknown to the transferee at the time the
transferee became a partner.
NEW SECTION. Sec. 703
(2) A charging order constitutes a lien on the judgment debtor's
transferable interest. The court may order a foreclosure upon the
interest subject to the charging order at any time. The purchaser at
the foreclosure sale has the rights of a transferee.
(3) At any time before foreclosure, an interest charged may be
redeemed:
(a) By the judgment debtor;
(b) With property other than limited partnership property, by one
or more of the other partners; or
(c) With limited partnership property, by the limited partnership
with the consent of all partners whose interests are not so charged.
(4) This chapter does not deprive any partner or transferee of the
benefit of any exemption laws applicable to the partner's or
transferee's transferable interest.
(5) This section provides the exclusive remedy by which a judgment
creditor of a partner or transferee may satisfy a judgment out of the
judgment debtor's transferable interest.
NEW SECTION. Sec. 704
NEW SECTION. Sec. 801
(1) The happening of an event specified in the partnership
agreement;
(2) The consent of all general partners and of limited partners
owning a majority of the rights to receive distributions as limited
partners at the time the consent is to be effective;
(3) The passage of ninety days after the dissociation of a person
as a general partner if following such dissociation the limited
partnership does not have a remaining general partner unless before the
end of the period:
(a) Consent to continue the activities of the limited partnership
and admit at least one general partner is given by limited partners
owning a majority of the rights to receive distributions as limited
partners at the time the consent is to be effective; and
(b) At least one person is admitted as a general partner in
accordance with the consent;
(4) The passage of ninety days after the dissociation of the
limited partnership's last limited partner, unless before the end of
the period the limited partnership admits at least one limited partner;
or
(5) The signing and filing of a declaration of dissolution by the
secretary of state under section 809(3) of this act.
NEW SECTION. Sec. 802
NEW SECTION. Sec. 803
(2) In winding up its activities, the limited partnership:
(a) May amend its certificate of limited partnership to state that
the limited partnership is dissolved, preserve the limited partnership
business or property as a going concern for a reasonable time,
prosecute and defend actions and proceedings, whether civil, criminal,
or administrative, transfer the limited partnership's property, settle
disputes by mediation or arbitration, file a statement of termination
as provided in section 203 of this act, and perform other necessary
acts; and
(b) Shall discharge the limited partnership's liabilities, settle
and close the limited partnership's activities, and marshal and
distribute the assets of the partnership.
(3) If a dissolved limited partnership does not have a general
partner, a person to wind up the dissolved limited partnership's
activities may be appointed by the consent of limited partners owning
a majority of the rights to receive distributions as limited partners
at the time the consent is to be effective. A person appointed under
this subsection:
(a) Has the powers of a general partner under section 804 of this
act; and
(b) Shall promptly amend the certificate of limited partnership to
state:
(i) That the limited partnership does not have a general partner;
(ii) The name of the person that has been appointed to wind up the
limited partnership; and
(iii) The street and mailing address of the person.
(4) On the application of any partner, or, if there are no
partners, any transferee of a partner's transferable interest, the
Thurston county superior court may order judicial supervision of the
winding up, including the appointment of a person to wind up the
dissolved limited partnership's activities, if:
(a) A limited partnership does not have a general partner and
within a reasonable time following the dissolution no person has been
appointed pursuant to subsection (3) of this section; or
(b) The applicant establishes other good cause.
NEW SECTION. Sec. 804
(a) Is appropriate for winding up the limited partnership's
activities; or
(b) Would have bound the limited partnership under section 402 of
this act before dissolution, if, at the time the other party enters
into the transaction, the other party does not have notice of the
dissolution.
(2) A person dissociated as a general partner binds a limited
partnership through an act occurring after dissolution if:
(a) At the time the other party enters into the transaction:
(i) Less than two years have passed since the dissociation; and
(ii) The other party does not have notice of the dissociation and
reasonably believes that the person is a general partner; and
(b) The act:
(i) Is appropriate for winding up the limited partnership's
activities; or
(ii) Would have bound the limited partnership under section 402 of
this act before dissolution and at the time the other party enters into
the transaction the other party does not have notice of the
dissolution.
NEW SECTION. Sec. 805
(a) To the limited partnership for any damage caused to the limited
partnership arising from the obligation; and
(b) If another general partner or a person dissociated as a general
partner is liable for the obligation, to that other general partner or
person for any damage caused to that other general partner or person
arising from the liability.
(2) If a person dissociated as a general partner causes a limited
partnership to incur an obligation under section 804(2) of this act,
the person is liable:
(a) To the limited partnership for any damage caused to the limited
partnership arising from the obligation; and
(b) If a general partner or another person dissociated as a general
partner is liable for the obligation, to the general partner or other
person for any damage caused to the general partner or other person
arising from the liability.
NEW SECTION. Sec. 806
(2) A dissolved limited partnership may notify its known claimants
of the dissolution in a record. The notice must:
(a) Specify the information required to be included in a claim;
(b) Provide a mailing address to which the claim is to be sent;
(c) State the deadline for receipt of the claim, which may not be
less than one hundred twenty days after the date the notice is received
by the claimant;
(d) State that the claim will be barred if not received by the
deadline; and
(e) Unless the limited partnership has been throughout its
existence a limited liability limited partnership, state that the
barring of a claim against the limited partnership will also bar any
corresponding claim against any general partner or person dissociated
as a general partner that is based on section 404 of this act.
(3) A claim against a dissolved limited partnership is barred if
the requirements of subsection (2) of this section are met and:
(a) The claim is not received by the specified deadline; or
(b) In the case of a claim that is timely received but rejected by
the dissolved limited partnership, the claimant does not commence an
action to enforce the claim against the limited partnership within
ninety days after the receipt of the notice of the rejection.
(4) This section does not apply to a claim based on an event
occurring after the effective date of dissolution or a liability that
is contingent on that date.
NEW SECTION. Sec. 807
(2) The notice must:
(a) Be published at least once in a newspaper of general
circulation in the county in which the dissolved limited partnership's
principal office is located or, if it has none in this state, in the
county in which the limited partnership's designated office is or was
last located;
(b) Describe the information required to be contained in a claim
and provide a mailing address to which the claim is to be sent;
(c) State that a claim against the limited partnership is barred
unless an action to enforce the claim is commenced within three years
after publication of the notice; and
(d) Unless the limited partnership has been throughout its
existence a limited liability limited partnership, state that the
barring of a claim against the limited partnership will also bar any
corresponding claim against any general partner or person dissociated
as a general partner that is based on section 404 of this act.
(3) If a dissolved limited partnership publishes a notice in
accordance with subsection (2) of this section, the claim of each of
the following claimants is barred unless the claimant commences an
action to enforce the claim against the dissolved limited partnership
within three years after the publication date of the notice:
(a) A claimant that did not receive notice in a record under
section 806 of this act;
(b) A claimant whose claim was timely sent to the dissolved limited
partnership but not acted on; and
(c) A claimant whose claim is contingent or based on an event
occurring after the effective date of dissolution.
(4) A claim not barred under this section may be enforced:
(a) Against the dissolved limited partnership, to the extent of its
undistributed assets;
(b) If the assets have been distributed in liquidation, against a
partner or transferee to the extent of that person's proportionate
share of the claim or the limited partnership's assets distributed to
the partner or transferee in liquidation, whichever is less, but a
person's total liability for all claims under this subsection (4)(b)
does not exceed the total amount of assets distributed to the person as
part of the winding up of the dissolved limited partnership; or
(c) Against any person liable on the claim under section 404 of
this act.
NEW SECTION. Sec. 808
NEW SECTION. Sec. 809
(a) Within sixty days after the due date:
(i) Pay any fee, tax, or penalty due to the secretary of state
under this chapter or other law; or
(ii) Deliver its annual report to the secretary of state;
(b) Maintain a registered agent and registered office as required
under section 114 of this act; or
(c) Notify the secretary of state that its registered agent or
registered office has been changed, that its registered agent has
resigned, or that its registered office has been discontinued.
(2) If the secretary of state determines that grounds exist for
administratively dissolving a limited partnership, the secretary of
state shall send notice of the grounds for dissolution to the limited
partnership by first-class mail, postage prepaid.
(3) If within sixty days after service of the copy the limited
partnership does not correct each ground for dissolution or demonstrate
to the reasonable satisfaction of the secretary of state that each
ground determined by the secretary of state does not exist, the
secretary of state shall administratively dissolve the limited
partnership. The secretary of state shall send the limited partnership
a declaration of administrative dissolution stating the grounds for the
dissolution.
(4) A limited partnership administratively dissolved continues its
existence but may carry on only activities necessary to wind up its
activities and liquidate its assets under sections 803 and 811 of this
act and to notify claimants under sections 806 and 807 of this act.
(5) The administrative dissolution of a limited partnership does
not terminate the authority of its agent for service of process.
NEW SECTION. Sec. 810
(a) The name of the limited partnership and the effective date of
its administrative dissolution;
(b) That the grounds for dissolution either did not exist or have
been eliminated; and
(c) That the limited partnership's name satisfies the requirements
of section 108 of this act.
(2) If the secretary of state determines that an application
contains the information required by subsection (1) of this section and
that the information is correct, the secretary of state shall prepare
a declaration of reinstatement that states this determination, sign and
file the original of the declaration of reinstatement, and send a copy
of the filed declaration to the limited partnership.
(3) When reinstatement becomes effective, it relates back to and
takes effect as of the effective date of the administrative dissolution
and the limited partnership may resume its activities as if the
administrative dissolution had never occurred.
NEW SECTION. Sec. 811
(2) Any surplus remaining after the limited partnership complies
with subsection (1) of this section must be paid in cash as a
distribution.
(3) If a limited partnership's assets are insufficient to satisfy
all of its obligations under subsection (1) of this section, with
respect to each unsatisfied obligation incurred when the limited
partnership was not a limited liability limited partnership, the
following rules apply:
(a) Each person that was a general partner when the obligation was
incurred and that has not been released from the obligation under
section 607 of this act shall contribute to the limited partnership for
the purpose of enabling the limited partnership to satisfy the
obligation. The contribution due from each of those persons is in
proportion to the right to receive distributions in the capacity of
general partner in effect for each of those persons when the obligation
was incurred.
(b) If a person does not contribute the full amount required under
(a) of this subsection with respect to an unsatisfied obligation of the
limited partnership, the other persons required to contribute by (a) of
this subsection on account of the obligation shall contribute the
additional amount necessary to discharge the obligation. The
additional contribution due from each of those other persons is in
proportion to the right to receive distributions in the capacity of
general partner in effect for each of those other persons when the
obligation was incurred.
(c) If a person does not make the additional contribution required
by (b) of this subsection, further additional contributions are
determined and due in the same manner as provided in (b) of this
subsection.
(4) A person that makes an additional contribution under subsection
(3)(b) or (c) of this section may recover from any person whose failure
to contribute under subsection (3)(a) or (b) of this section
necessitated the additional contribution. A person may not recover
under this subsection more than the amount additionally contributed.
A person's liability under this subsection may not exceed the amount
the person failed to contribute.
(5) The estate of a deceased individual is liable for the person's
obligations under this section.
(6) An assignee for the benefit of creditors of a limited
partnership or a partner, or a person appointed by a court to represent
creditors of a limited partnership or a partner, may enforce a person's
obligation to contribute under subsection (3) of this section.
NEW SECTION. Sec. 901
(2) A foreign limited partnership may not be denied a certificate
of authority by reason of any difference between the laws of the
jurisdiction under which the foreign limited partnership is organized
and the laws of this state.
(3) A certificate of authority does not authorize a foreign limited
partnership to engage in any business or exercise any power that a
limited partnership may not engage in or exercise in this state.
NEW SECTION. Sec. 902
(a) The name of the foreign limited partnership and, if the name
does not comply with section 108 of this act, an alternate name adopted
pursuant to section 905(1) of this act.
(b) The name of the state or other jurisdiction under whose law the
foreign limited partnership is organized;
(c) The street and mailing address of the foreign limited
partnership's principal office and, if the laws of the jurisdiction
under which the foreign limited partnership is organized require the
foreign limited partnership to maintain an office in that jurisdiction,
the street and mailing address of the required office;
(d) The name and street and mailing address of the foreign limited
partnership's initial agent for service of process in this state;
(e) The name and street and mailing address of each of the foreign
limited partnership's general partners; and
(f) Whether the foreign limited partnership is a foreign limited
liability limited partnership.
(2) A foreign limited partnership shall deliver with the completed
application a certificate of existence or a record of similar import
signed by the secretary of state or other official having custody of
the foreign limited partnership's publicly filed records in the state
or other jurisdiction under whose law the foreign limited partnership
is organized.
NEW SECTION. Sec. 903
(a) Maintaining, defending, and settling an action or proceeding;
(b) Holding meetings of its partners or carrying on any other
activity concerning its internal affairs;
(c) Maintaining accounts in financial institutions;
(d) Maintaining offices or agencies for the transfer, exchange, and
registration of the foreign limited partnership's own securities or
maintaining trustees or depositories with respect to those securities;
(e) Selling through independent contractors;
(f) Soliciting or obtaining orders, whether by mail or electronic
means or through employees or agents or otherwise, if the orders
require acceptance outside this state before they become contracts and
the contracts do not involve any local performance other than delivery
and installation;
(g) Making loans or creating or acquiring indebtedness, mortgages,
or security interests in real or personal property;
(h) Securing or collecting debts or enforcing mortgages or other
security interests in property securing the debts, and holding,
protecting, and maintaining property so acquired;
(i) Owning, without more, real or personal property;
(j) Conducting an isolated transaction that is completed within
thirty days and is not one in the course of similar transactions of a
like manner;
(k) Owning a controlling interest in a domestic or foreign
corporation, or participating as a limited partner of a domestic or
foreign limited partnership, or participating as a member or a manager
of a domestic or foreign limited liability company, that transacts
business in this state; and
(l) Transacting business in interstate commerce.
(2) The list of activities in subsection (1) of this section is not
exhaustive.
(3) This section does not apply in determining the contacts or
activities that may subject a foreign limited partnership to service of
process, taxation, or regulation under any other law of this state.
NEW SECTION. Sec. 904
NEW SECTION. Sec. 905
(2) If a foreign limited partnership authorized to transact
business in this state changes its name to one that does not comply
with section 108 of this act, it may not thereafter transact business
in this state until it complies with subsection (1) of this section and
obtains an amended certificate of authority.
NEW SECTION. Sec. 906
(a) Pay, within sixty days after the due date, any fee, tax, or
penalty due to the secretary of state under this chapter or other law;
(b) Deliver, within sixty days after the due date, its annual
report required under section 210 of this act;
(c) Appoint and maintain an agent for service of process as
required by section 114 of this act; or
(d) Deliver for filing a statement of a change under section 115 of
this act within thirty days after a change has occurred in the name or
address of the agent.
(2) In order to revoke a certificate of authority, the secretary of
state must prepare, sign, and file a notice of revocation and send a
copy to the foreign limited partnership's agent for service of process
in this state, or if the foreign limited partnership does not appoint
and maintain a proper agent in this state, to the foreign limited
partnership's designated office. The notice must state:
(a) The revocation's effective date, which must be at least sixty
days after the date the secretary of state sends the copy; and
(b) The foreign limited partnership's failures to comply with
subsection (1) of this section that are the reason for the revocation.
(3) The authority of the foreign limited partnership to transact
business in this state ceases on the effective date of the notice of
revocation unless before that date the foreign limited partnership
cures each failure to comply with subsection (1) of this section stated
in the notice. If the foreign limited partnership cures the failures,
the secretary of state shall so indicate on the filed notice.
NEW SECTION. Sec. 907
(2) A foreign limited partnership transacting business in this
state may not maintain an action or proceeding in this state unless it
has a certificate of authority to transact business in this state.
(3) The failure of a foreign limited partnership to have a
certificate of authority to transact business in this state does not
impair the validity of a contract or act of the foreign limited
partnership or prevent the foreign limited partnership from defending
an action or proceeding in this state.
(4) A partner of a foreign limited partnership is not liable for
the obligations of the foreign limited partnership solely by reason of
the foreign limited partnership's having transacted business in this
state without a certificate of authority.
(5) If a foreign limited partnership transacts business in this
state without a certificate of authority or cancels its certificate of
authority, it appoints the secretary of state as its agent for service
of process for rights of action arising out of the transaction of
business in this state.
NEW SECTION. Sec. 908
NEW SECTION. Sec. 1001
(2) A partner commencing a direct action under this section is
required to plead and prove an actual or threatened injury that is not
solely the result of an injury suffered or threatened to be suffered by
the limited partnership.
(3) The accrual of, and any time limitation on, a right of action
for a remedy under this section is governed by other law. A right to
an accounting upon a dissolution and winding up does not revive a claim
barred by law.
NEW SECTION. Sec. 1002
(1) The partner first makes a demand on the general partners,
requesting that they cause the limited partnership to bring an action
to enforce the right, and the general partners do not bring the action
within a reasonable time; or
(2) A demand would be futile.
NEW SECTION. Sec. 1003
(1) That was a partner when the conduct giving rise to the action
occurred; or
(2) Whose status as a partner devolved upon the person by operation
of law or pursuant to the terms of the partnership agreement from a
person that was a partner at the time of the conduct.
NEW SECTION. Sec. 1004
(1) The date and content of plaintiff's demand and the general
partners' response to the demand; or
(2) Why a demand should be excused as futile.
NEW SECTION. Sec. 1005
(a) Any proceeds or other benefits of a derivative action, whether
by judgment, compromise, or settlement, belong to the limited
partnership and not to the derivative plaintiff;
(b) If the derivative plaintiff receives any proceeds, the
derivative plaintiff shall immediately remit them to the limited
partnership.
(2) If a derivative action is successful in whole or in part, the
court may award the plaintiff reasonable expenses, including reasonable
attorneys' fees, from the recovery of the limited partnership.
NEW SECTION. Sec. 1101
(1) "Constituent limited partnership" means a constituent
organization that is a limited partnership.
(2) "Constituent organization" means an organization that is party
to a merger.
(3) "Converted organization" means the organization into which a
converting organization converts pursuant to sections 1102 through 1105
of this act.
(4) "Converting limited partnership" means a converting
organization that is a limited partnership.
(5) "Converting organization" means an organization that converts
into another organization pursuant to section 1102 of this act.
(6) "General partner" means a general partner of a limited
partnership.
(7) "Governing statute" of an organization means the statute that
governs the organization's internal affairs.
(8) "Organization" means a general partnership, including a limited
liability partnership; limited partnership, including a limited
liability limited partnership; limited liability company; business
trust; corporation; or any other person having a governing statute.
The term includes domestic and foreign organizations whether or not
organized for profit.
(9) "Organizational documents" means:
(a) For a domestic or foreign general partnership, its partnership
agreement;
(b) For a limited partnership or foreign limited partnership, its
certificate of limited partnership and partnership agreement;
(c) For a domestic or foreign limited liability company, its
certificate of formation and limited liability company agreement, or
comparable records as provided in its governing statute;
(d) For a business trust, its agreement of trust and declaration of
trust;
(e) For a domestic or foreign corporation for profit, its articles
of incorporation, bylaws, and other agreements among its shareholders
that are authorized by its governing statute, or comparable records as
provided in its governing statute; and
(f) For any other organization, the basic records that create the
organization and determine its internal governance and the relations
among the persons that own it, have an interest in it, or are members
of it.
(10) "Personal liability" means personal liability for a debt,
liability, or other obligation of an organization that is imposed on a
person that co-owns, has an interest in, or is a member of the
organization:
(a) By the organization's governing statute solely by reason of the
person co-owning, having an interest in, or being a member of the
organization; or
(b) By the organization's organizational documents under a
provision of the organization's governing statute authorizing those
documents to make one or more specified persons liable for all or
specified debts, liabilities, and other obligations of the organization
solely by reason of the person or persons co-owning, having an interest
in, or being a member of the organization.
(11) "Surviving organization" means an organization into which one
or more other organizations are merged.
NEW SECTION. Sec. 1102
(a) The other organization's governing statute authorizes the
conversion;
(b) The conversion is not prohibited by the law of the jurisdiction
that enacted the governing statute; and
(c) The other organization complies with its governing statute in
effecting the conversion.
(2) A plan of conversion must be in a record and must include:
(a) The name and form of the organization before conversion;
(b) The name and form of the organization after conversion;
(c) The terms and conditions of the conversion, including the
manner and basis for converting interests in the converting
organization into any combination of money, interests in the converted
organization, and other consideration; and
(d) The organizational documents of the converted organization.
NEW SECTION. Sec. 1103
(2) Subject to section 1110 of this act and any contractual rights,
after a conversion is approved, and at any time before a filing is made
under section 1104 of this act, a converting limited partnership may
amend the plan or abandon the planned conversion:
(a) As provided in the plan; and
(b) Except as prohibited by the plan, by the same consent as was
required to approve the plan.
NEW SECTION. Sec. 1104
(a) A converting limited partnership shall deliver to the secretary
of state for filing articles of conversion, which must include:
(i) A statement that the limited partnership has been converted
into another organization;
(ii) The name and form of the organization and the jurisdiction of
its governing statute;
(iii) The date the conversion is effective under the governing
statute of the converted organization;
(iv) A statement that the conversion was approved as required by
this chapter;
(v) A statement that the conversion was approved as required by the
governing statute of the converted organization; and
(vi) If the converted organization is a foreign organization not
authorized to transact business in this state, the street and mailing
address of an office that the secretary of state may use for the
purposes of section 1105(3) of this act; and
(b) If the converting organization is not a converting limited
partnership, the converting organization shall deliver to the secretary
of state for filing a certificate of limited partnership, which must
include, in addition to the information required by section 201 of this
act:
(i) A statement that the limited partnership was converted from
another organization;
(ii) The name and form of the organization and the jurisdiction of
its governing statute; and
(iii) A statement that the conversion was approved in a manner that
complied with the organization's governing statute.
(2) A conversion becomes effective:
(a) If the converted organization is a limited partnership, when
the certificate of limited partnership takes effect; and
(b) If the converted organization is not a limited partnership, as
provided by the governing statute of the converted organization.
NEW SECTION. Sec. 1105
(2) When a conversion takes effect:
(a) All property owned by the converting organization remains
vested in the converted organization;
(b) All debts, liabilities, and other obligations of the converting
organization continue as obligations of the converted organization;
(c) An action or proceeding pending by or against the converting
organization may be continued as if the conversion had not occurred;
(d) Except as prohibited by other law, all of the rights,
privileges, immunities, powers, and purposes of the converting
organization remain vested in the converted organization;
(e) Except as otherwise provided in the plan of conversion, the
terms and conditions of the plan of conversion take effect; and
(f) Except as otherwise agreed, the conversion does not dissolve a
converting limited partnership for the purposes of article 8 of this
chapter.
(3) A converted organization that is a foreign organization
consents to the jurisdiction of the courts of this state to enforce any
obligation owed by the converting limited partnership, if before the
conversion the converting limited partnership was subject to suit in
this state on the obligation. A converted organization that is a
foreign organization and not authorized to transact business in this
state appoints the secretary of state as its agent for service of
process for purposes of enforcing an obligation under this subsection.
Service on the secretary of state under this subsection is made in the
same manner and with the same consequences as in section 117 (3) and
(4) of this act.
NEW SECTION. Sec. 1106
(a) The governing statute of each of the other organizations
authorizes the merger;
(b) The merger is not prohibited by the law of a jurisdiction that
enacted any of those governing statutes; and
(c) Each of the other organizations complies with its governing
statute in effecting the merger.
(2) A plan of merger must be in a record and must include:
(a) The name and form of each constituent organization;
(b) The name and form of the surviving organization;
(c) The terms and conditions of the merger, including the manner
and basis for converting the interests in each constituent organization
into any combination of money, interests in the surviving organization,
and other consideration; and
(d) Any amendments to be made by the merger to the surviving
organization's organizational documents.
NEW SECTION. Sec. 1107
(2) Subject to section 1110 of this act and any contractual rights,
after a merger is approved, and at any time before a filing is made
under section 1108 of this act, a constituent limited partnership may
amend the plan or abandon the planned merger:
(a) As provided in the plan; and
(b) Except as prohibited by the plan, with the same consent as was
required to approve the plan.
(3) If a domestic corporation is a party to the merger, the plan of
merger shall be adopted and approved as provided in chapter 23B.11 RCW.
(4) If a domestic partnership is a party to the merger, the plan of
merger shall be approved as provided in RCW 25.05.375.
(5) If a domestic limited liability company is a party to the
merger, the plan of merger shall be approved as provided in RCW
25.15.400.
NEW SECTION. Sec. 1108
(a) Each constituent limited partnership, by each general partner
listed in the certificate of limited partnership; and
(b) Each other constituent organization, by an authorized
representative.
(2) The articles of merger must include:
(a) The name and form of each constituent organization and the
jurisdiction of its governing statute;
(b) The name and form of the surviving organization and the
jurisdiction of its governing statute;
(c) The date the merger is effective under the governing statute of
the surviving organization;
(d) Any amendments provided for in the plan of merger for the
organizational document that created the surviving organization;
(e) A statement as to each constituent organization that the merger
was approved as required by the organization's governing statute;
(f) If the surviving organization is a foreign organization not
authorized to transact business in this state, the street and mailing
address of an office that the secretary of state may use for the
purposes of section 1109(2) of this act; and
(g) Any additional information required by the governing statute of
any constituent organization.
(3) Each constituent limited partnership shall deliver the articles
of merger for filing in the office of the secretary of state.
(4) A merger becomes effective under this article:
(a) If the surviving organization is a limited partnership, upon
the later of:
(i) Compliance with subsection (3) of this section; or
(ii) Subject to section 206(3) of this act, as specified in the
articles of merger; or
(b) If the surviving organization is not a limited partnership, as
provided by the governing statute of the surviving organization.
NEW SECTION. Sec. 1109
(a) The surviving organization continues;
(b) Each constituent organization that merges into the surviving
organization ceases to exist as a separate entity;
(c) All property owned by each constituent organization that ceases
to exist vests in the surviving organization;
(d) All debts, liabilities, and other obligations of each
constituent organization that ceases to exist continue as obligations
of the surviving organization;
(e) An action or proceeding pending by or against any constituent
organization that ceases to exist may be continued as if the merger had
not occurred;
(f) Except as prohibited by other law, all of the rights,
privileges, immunities, powers, and purposes of each constituent
organization that ceases to exist vest in the surviving organization;
(g) Except as otherwise provided in the plan of merger, the terms
and conditions of the plan of merger take effect;
(h) Except as otherwise agreed, if a constituent limited
partnership ceases to exist, the merger does not dissolve the limited
partnership for the purposes of article 8 of this chapter; and
(i) Any amendments provided for in the articles of merger for the
organizational document that created the surviving organization become
effective.
(2) A surviving organization that is a foreign organization
consents to the jurisdiction of the courts of this state to enforce any
obligation owed by a constituent organization, if before the merger the
constituent organization was subject to suit in this state on the
obligation. A surviving organization that is a foreign organization
and not authorized to transact business in this state appoints the
secretary of state as its agent for service of process for the purposes
of enforcing an obligation under this subsection. Service on the
secretary of state under this subsection is made in the same manner and
with the same consequences as in section 117 (3) and (4) of this act.
NEW SECTION. Sec. 1110
(a) The limited partnership's partnership agreement provides for
the approval of the conversion or merger with the consent of fewer than
all the partners; and
(b) The partner has consented to the provision of the partnership
agreement.
(2) An amendment to a certificate of limited partnership that
deletes a statement that the limited partnership is a limited liability
limited partnership is ineffective without the consent of each general
partner unless:
(a) The limited partnership's partnership agreement provides for
the amendment with the consent of less than all the general partners;
and
(b) Each general partner that does not consent to the amendment has
consented to the provision of the partnership agreement.
(3) A partner does not give the consent required by subsection (1)
or (2) of this section merely by consenting to a provision of the
partnership agreement that permits the partnership agreement to be
amended with the consent of fewer than all the partners.
NEW SECTION. Sec. 1111
(a) The provisions of this chapter pertaining to the collection or
discharge of the liability continue to apply to the liability;
(b) For the purposes of applying those provisions, the converted or
surviving organization is deemed to be the converting or constituent
limited partnership; and
(c) If a person is required to pay any amount under this
subsection:
(i) The person has a right of contribution from each other person
that was liable as a general partner under section 404 of this act when
the obligation was incurred and has not been released from the
obligation under section 607 of this act; and
(ii) The contribution due from each of those persons is in
proportion to the right to receive distributions in the capacity of
general partner in effect for each of those persons when the obligation
was incurred.
(2) In addition to any other liability provided by law:
(a) A person that immediately before a conversion or merger became
effective was a general partner in a converting or constituent limited
partnership that was not a limited liability limited partnership is
personally liable for each obligation of the converted or surviving
organization arising from a transaction with a third party after the
conversion or merger becomes effective, if, at the time the third party
enters into the transaction, the third party:
(i) Does not have notice of the conversion or merger; and
(ii) Reasonably believes that:
(A) The converted or surviving business is the converting or
constituent limited partnership;
(B) The converting or constituent limited partnership is not a
limited liability limited partnership; and
(C) The person is a general partner in the converting or
constituent limited partnership; and
(b) A person that was dissociated as a general partner from a
converting or constituent limited partnership before the conversion or
merger became effective is personally liable for each obligation of the
converted or surviving organization arising from a transaction with a
third party after the conversion or merger becomes effective, if:
(i) Immediately before the conversion or merger became effective
the converting or surviving limited partnership was not a limited
liability limited partnership; and
(ii) At the time the third party enters into the transaction, less
than two years have passed since the person dissociated as a general
partner and the third party:
(A) Does not have notice of the dissociation;
(B) Does not have notice of the conversion or merger; and
(C) Reasonably believes that the converted or surviving
organization is the converting or constituent limited partnership, the
converting or constituent limited partnership is not a limited
liability limited partnership, and the person is a general partner in
the converting or constituent limited partnership.
NEW SECTION. Sec. 1112
(a) Before the conversion or merger became effective, the act would
have bound the converting or constituent limited partnership under
section 402 of this act; and
(b) At the time the third party enters into the transaction, the
third party:
(i) Does not have notice of the conversion or merger; and
(ii) Reasonably believes that the converted or surviving business
is the converting or constituent limited partnership and that the
person is a general partner in the converting or constituent limited
partnership.
(2) An act of a person that before a conversion or merger became
effective was dissociated as a general partner from a converting or
constituent limited partnership binds the converted or surviving
organization after the conversion or merger becomes effective, if:
(a) Before the conversion or merger became effective, the act would
have bound the converting or constituent limited partnership under
section 402 of this act if the person had been a general partner; and
(b) At the time the third party enters into the transaction, less
than two years have passed since the person dissociated as a general
partner and the third party:
(i) Does not have notice of the dissociation;
(ii) Does not have notice of the conversion or merger; and
(iii) Reasonably believes that the converted or surviving
organization is the converting or constituent limited partnership and
that the person is a general partner in the converting or constituent
limited partnership.
(3) If a person having knowledge of the conversion or merger causes
a converted or surviving organization to incur an obligation under
subsection (1) or (2) of this section, the person is liable:
(a) To the converted or surviving organization for any damage
caused to the organization arising from the obligation; and
(b) If another person is liable for the obligation, to that other
person for any damage caused to that other person arising from the
liability.
NEW SECTION. Sec. 1113
NEW SECTION. Sec. 1201
(1) "Limited partnership" means the domestic limited partnership in
which the dissenter holds or held a partnership interest, or the
surviving organization, whether foreign or domestic, of that limited
partnership.
(2) "Dissenter" means a partner who is entitled to dissent from a
plan of merger and who exercises that right when and in the manner
required by this article.
(3) "Fair value," with respect to a dissenter's partnership
interest, means the value of the partnership interest immediately
before the effectuation of the merger to which the dissenter objects,
excluding any appreciation or depreciation in anticipation of the
merger unless exclusion would be inequitable.
(4) "Interest" means interest from the effective date of the merger
until the date of payment, at the average rate currently paid by the
limited partnership on its principal bank loans or, if none, at a rate
that is fair and equitable under all the circumstances.
NEW SECTION. Sec. 1202
(2) A partner entitled to dissent and obtain payment for the
partner's partnership interest under this article may not challenge the
merger creating the partner's entitlement unless the merger fails to
comply with the procedural requirements imposed by this chapter, Title
23B RCW, chapter 25.05 RCW, chapter 25.15 RCW, or the partnership
agreement, or is fraudulent with respect to the partner or the limited
partnership.
(3) The right of a dissenting partner to obtain payment of the fair
value of the partner's partnership interest shall terminate upon the
occurrence of any one of the following events:
(a) The proposed merger is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets aside
the merger; or
(c) The partner's demand for payment is withdrawn with the written
consent of the limited partnership.
NEW SECTION. Sec. 1203
(2) The limited partnership shall notify in writing all partners
not entitled to vote on or approve the plan of merger that the plan of
merger was approved, and send them the dissenters' notice as required
by section 1205 of this act.
NEW SECTION. Sec. 1204
NEW SECTION. Sec. 1205
(2) The dissenters' notice required by section 1203(2) of this act
or by subsection (1) of this section must be sent within ten days after
the approval of the plan of merger, and must:
(a) State where the payment demand must be sent;
(b) Inform holders of the partnership interest as to the extent
transfer of the partnership interest will be restricted as permitted by
section 1207 of this act after the payment demand is received;
(c) Supply a form for demanding payment;
(d) Set a date by which the limited partnership must receive the
payment demand, which date may not be fewer than thirty nor more than
sixty days after the date the notice under this section is delivered;
and
(e) Be accompanied by a copy of this article.
NEW SECTION. Sec. 1206
(2) A partner sent a dissenters' notice who does not demand payment
by the date set in the dissenters' notice is not entitled to payment
for the partner's partnership interest under this article.
NEW SECTION. Sec. 1207
NEW SECTION. Sec. 1208
(2) The payment must be accompanied by:
(a) Copies of any financial statements for the most recent fiscal
year maintained as required by section 111 of this act;
(b) An explanation of how the limited partnership estimated the
fair value of the partnership interest;
(c) An explanation of how the accrued interest was calculated;
(d) A statement of the dissenter's right to demand payment; and
(e) A copy of this article.
NEW SECTION. Sec. 1209
(2) If, after releasing transfer restrictions, the proposed merger
becomes effective, the limited partnership must send a new dissenters'
notice as provided in sections 1203(2) and 1205 of this act and repeat
the payment demand procedure.
NEW SECTION. Sec. 1210
(a) The dissenter believes that the amount paid is less than the
fair value of the dissenter's partnership interest or that the interest
due is incorrectly calculated;
(b) The limited partnership fails to make payment within sixty days
after the date set for demanding payment; or
(c) The limited partnership, having failed to effectuate the
proposed merger, does not release the transfer restrictions imposed on
partnership interests as permitted by section 1207 of this act within
sixty days after the date set for demanding payment.
(2) A dissenter waives the right to demand payment under this
section unless the dissenter notifies the limited partnership of the
dissenter's demand in writing under subsection (1)(a) of this section
within thirty days after the limited partnership made payment for the
dissenter's partnership interest.
NEW SECTION. Sec. 1211
(2) The limited partnership shall commence the proceeding in the
superior court in the county where its office is or was maintained as
required by section 114 of this act.
(3) The limited partnership shall make all dissenters, whether or
not residents of this state, whose demands remain unsettled parties to
the proceeding as in an action against their partnership interests and
all parties must be served with a copy of the petition. Nonresidents
may be served by registered or certified mail or by publication as
provided by law.
(4) The limited partnership may join as a party to the proceeding
any partner who claims to be a dissenter but who has not, in the
opinion of the limited partnership, complied with the provisions of
this chapter. If the court determines that such partner has not
complied with the provisions of this article, the partner shall be
dismissed as a party.
(5) The jurisdiction of the court in which the proceeding is
commenced is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend decisions on
the question of fair value. The appraisers have the powers described
in the order appointing them or in any amendment to it. The dissenters
are entitled to the same discovery rights as parties in other civil
proceedings.
(6) Each dissenter made a party to the proceeding is entitled to
judgment for the amount, if any, by which the court finds the fair
value of the dissenter's partnership interest, plus interest, exceeds
the amount paid by the limited partnership.
NEW SECTION. Sec. 1212
(2) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds
equitable:
(a) Against the limited partnership and in favor of any or all
dissenters if the court finds the limited partnership did not
substantially comply with the requirements of this article; or
(b) Against either the limited partnership or a dissenter, in favor
of any other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously, or not
in good faith with respect to the rights provided by this article.
(3) If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters similarly
situated, and that the fees for those services should not be assessed
against the limited partnership, the court may award to these counsel
reasonable fees to be paid out of the amounts awarded the dissenters
who were benefited.
NEW SECTION. Sec. 1301
NEW SECTION. Sec. 1302
NEW SECTION. Sec. 1303
NEW SECTION. Sec. 1304
NEW SECTION. Sec. 1305
(1) RCW 25.10.005 (Periodic reports required -- Contents -- Due dates--Rules) and 1998 c 277 s 5;
(2) RCW 25.10.010 (Definitions) and 2002 c 296 s 2, 1987 c 55 s 1,
1982 c 35 s 177, & 1981 c 51 s 1;
(3) RCW 25.10.020 (Name) and 1998 c 102 s 8, 1996 c 76 s 1, 1994 c
211 s 1309, 1991 c 269 s 1, 1987 c 55 s 2, & 1981 c 51 s 2;
(4) RCW 25.10.030 (Reservation of name) and 1991 c 269 s 2 & 1981
c 51 s 3;
(5) RCW 25.10.040 (Registered office and agent) and 1987 c 55 s 3
& 1981 c 51 s 4;
(6) RCW 25.10.050 (Records to be kept) and 1987 c 55 s 4 & 1981 c
51 s 5;
(7) RCW 25.10.060 (Nature of business) and 1981 c 51 s 6;
(8) RCW 25.10.070 (Business transactions of partner with the
partnership) and 1981 c 51 s 7;
(9) RCW 25.10.080 (Certificate of limited partnership) and 2000 c
169 s 5, 1987 c 55 s 5, & 1981 c 51 s 8;
(10) RCW 25.10.090 (Amendment to certificate -- Restatement of
certificate) and 1987 c 55 s 6 & 1981 c 51 s 9;
(11) RCW 25.10.100 (Cancellation of certificate) and 1991 c 269 s
3, 1987 c 55 s 7, & 1981 c 51 s 10;
(12) RCW 25.10.110 (Execution of documents) and 1991 c 269 s 4,
1987 c 55 s 8, & 1981 c 51 s 11;
(13) RCW 25.10.120 (Execution of certificate by judicial act) and
1987 c 55 s 9 & 1981 c 51 s 12;
(14) RCW 25.10.130 (Filing in office of secretary of state) and
1991 c 269 s 5, 1987 c 55 s 10, 1982 c 35 s 178, & 1981 c 51 s 13;
(15) RCW 25.10.140 (Liability for false statement in certificate)
and 1991 c 269 s 6, 1987 c 55 s 11, & 1981 c 51 s 14;
(16) RCW 25.10.150 (Notice) and 1987 c 55 s 12 & 1981 c 51 s 15;
(17) RCW 25.10.160 (Delivery of certificates to limited partners)
and 1991 c 269 s 7, 1987 c 55 s 13, & 1981 c 51 s 16;
(18) RCW 25.10.170 (Admission of limited partners) and 1987 c 55 s
14 & 1981 c 51 s 17;
(19) RCW 25.10.180 (Voting) and 1981 c 51 s 18;
(20) RCW 25.10.190 (Liability to third parties) and 1987 c 55 s 15
& 1981 c 51 s 19;
(21) RCW 25.10.200 (Person erroneously believing that he or she is
limited partner) and 1987 c 55 s 16, 1983 c 302 s 1, & 1981 c 51 s 20;
(22) RCW 25.10.210 (Information) and 1991 c 269 s 10, 1987 c 55 s
17, & 1981 c 51 s 21;
(23) RCW 25.10.220 (Admission of additional general partners) and
2000 c 169 s 6 & 1981 c 51 s 22;
(24) RCW 25.10.230 (Events of withdrawal of general partner) and
2000 c 169 s 7, 1987 c 55 s 18, & 1981 c 51 s 23;
(25) RCW 25.10.240 (General powers and liabilities of general
partner) and 1987 c 55 s 19, 1983 c 302 s 2, & 1981 c 51 s 24;
(26) RCW 25.10.250 (Contributions by a general partner) and 1987 c
55 s 20 & 1981 c 51 s 25;
(27) RCW 25.10.260 (Voting) and 1981 c 51 s 26;
(28) RCW 25.10.270 (Form of contribution) and 1981 c 51 s 27;
(29) RCW 25.10.280 (Liability for contributions) and 1987 c 55 s 21
& 1981 c 51 s 28;
(30) RCW 25.10.290 (Sharing of profits and losses) and 1987 c 55 s
22 & 1981 c 51 s 29;
(31) RCW 25.10.300 (Sharing of distributions) and 1987 c 55 s 23 &
1981 c 51 s 30;
(32) RCW 25.10.310 (Interim distributions) and 1987 c 55 s 24, 1982
c 35 s 179, & 1981 c 51 s 31;
(33) RCW 25.10.320 (Withdrawal of general partner) and 1981 c 51 s
32;
(34) RCW 25.10.330 (Withdrawal of limited partner) and 1996 c 76 s
2, 1987 c 55 s 25, & 1981 c 51 s 33;
(35) RCW 25.10.340 (Distribution upon withdrawal) and 1987 c 55 s
26 & 1981 c 51 s 34;
(36) RCW 25.10.350 (Distribution in kind) and 1987 c 55 s 27 & 1981
c 51 s 35;
(37) RCW 25.10.360 (Right to distribution) and 1981 c 51 s 36;
(38) RCW 25.10.370 (Limitations on distributions) and 1991 c 269 s
29, 1987 c 55 s 28, & 1981 c 51 s 37;
(39) RCW 25.10.390 (Nature of partnership interest) and 1981 c 51
s 39;
(40) RCW 25.10.400 (Assignment of partnership interest -- Certificate
of partnership interest) and 1987 c 55 s 30 & 1981 c 51 s 40;
(41) RCW 25.10.410 (Rights of creditor) and 1981 c 51 s 41;
(42) RCW 25.10.420 (Right of assignee to become limited partner)
and 1987 c 55 s 31 & 1981 c 51 s 42;
(43) RCW 25.10.430 (Power of estate of deceased or incompetent
partner) and 1981 c 51 s 43;
(44) RCW 25.10.440 (Nonjudicial dissolution) and 2000 c 169 s 8,
1996 c 76 s 3, 1991 c 269 s 30, 1987 c 55 s 32, & 1981 c 51 s 44;
(45) RCW 25.10.450 (Judicial dissolution) and 1981 c 51 s 45;
(46) RCW 25.10.453 (Administrative dissolution -- Commencement of
proceeding) and 1998 c 277 s 3 & 1991 c 269 s 31;
(47) RCW 25.10.455 (Administrative dissolution -- Notice -- Opportunity
to correct deficiencies) and 1991 c 269 s 32;
(48) RCW 25.10.457 (Administrative dissolution -- Reinstatement--Application -- When effective) and 1991 c 269 s 33;
(49) RCW 25.10.460 (Winding up) and 1981 c 51 s 46;
(50) RCW 25.10.470 (Distribution of assets) and 1981 c 51 s 47;
(51) RCW 25.10.480 (Law governing) and 1981 c 51 s 48;
(52) RCW 25.10.490 (Registration) and 1987 c 55 s 33 & 1981 c 51 s
49;
(53) RCW 25.10.500 (Issuance of registration) and 1981 c 51 s 50;
(54) RCW 25.10.510 (Name -- Foreign limited partnership) and 1987 c
55 s 34 & 1981 c 51 s 51;
(55) RCW 25.10.520 (Changes and amendments) and 1981 c 51 s 52;
(56) RCW 25.10.530 (Cancellation of registration) and 1981 c 51 s
53;
(57) RCW 25.10.540 (Transaction of business without registration)
and 1981 c 51 s 54;
(58) RCW 25.10.550 (Action by secretary of state) and 1981 c 51 s
55;
(59) RCW 25.10.553 (Revocation of registration -- Commencement of
proceeding) and 1998 c 277 s 4 & 1991 c 269 s 43;
(60) RCW 25.10.555 (Revocation of registration -- Notice -- Opportunity
to correct deficiencies) and 1991 c 269 s 44;
(61) RCW 25.10.560 (Right of action) and 1981 c 51 s 56;
(62) RCW 25.10.570 (Proper plaintiff) and 1981 c 51 s 57;
(63) RCW 25.10.580 (Pleading) and 1981 c 51 s 58;
(64) RCW 25.10.590 (Expenses) and 1981 c 51 s 59;
(65) RCW 25.10.600 (Establishment of filing fees and miscellaneous
charges) and 1991 c 269 s 12, 1991 c 72 s 48, 1987 c 55 s 35, & 1981 c
51 s 60;
(66) RCW 25.10.610 (Authority to adopt rules) and 1981 c 51 s 61;
(67) RCW 25.10.620 (Construction and application) and 1981 c 51 s
62;
(68) RCW 25.10.630 (Short title) and 1981 c 51 s 63;
(69) RCW 25.10.640 (Severability -- 1981 c 51) and 1981 c 51 s 64;
(70) RCW 25.10.650 (Effective date and extended effective date--1981 c 51) and 1981 c 51 s 65;
(71) RCW 25.10.660 (Rules for class not provided for in this
chapter) and 2000 c 169 s 9 & 1981 c 51 s 66;
(72) RCW 25.10.670 (Application to existing partnerships) and 1981
c 51 s 67;
(73) RCW 25.10.680 (Effect of invalidity of part of this title) and
1981 c 51 s 68;
(74) RCW 25.10.690 (Section captions) and 1981 c 51 s 71;
(75) RCW 25.10.800 (Merger -- Plan -- Effective date) and 1998 c 103 s
1314 & 1991 c 269 s 11;
(76) RCW 25.10.810 (Merger -- Plan -- Approval) and 1998 c 103 s 1315
& 1991 c 269 s 13;
(77) RCW 25.10.820 (Articles of merger -- Filing) and 1998 c 103 s
1316 & 1991 c 269 s 14;
(78) RCW 25.10.830 (Effect of merger) and 1998 c 103 s 1317 & 1991
c 269 s 15;
(79) RCW 25.10.840 (Merger -- Foreign and domestic) and 1998 c 103 s
1318 & 1991 c 269 s 16;
(80) RCW 25.10.900 (Definitions) and 1991 c 269 s 17;
(81) RCW 25.10.905 (Partner -- Dissent -- Payment of fair value) and
1991 c 269 s 18;
(82) RCW 25.10.910 (Dissenters' rights -- Notice -- Timing) and 1991 c
269 s 19;
(83) RCW 25.10.915 (Partner -- Dissent -- Voting restriction) and 1991
c 269 s 20;
(84) RCW 25.10.920 (Partners -- Dissenters' notice -- Requirements) and
1991 c 269 s 21;
(85) RCW 25.10.925 (Partner -- Payment demand -- Entitlement) and 1991
c 269 s 22;
(86) RCW 25.10.930 (Partnership interests -- Transfer restrictions)
and 1991 c 269 s 23;
(87) RCW 25.10.935 (Payment of fair value -- Requirements for
compliance) and 1991 c 269 s 24;
(88) RCW 25.10.940 (Merger -- Not effective within sixty days--Transfer restrictions) and 1991 c 269 s 25;
(89) RCW 25.10.945 (Dissenter's estimate of fair value -- Notice) and
1991 c 269 s 26;
(90) RCW 25.10.950 (Unsettled demand for payment -- Proceeding--Parties -- Appraisers) and 1991 c 269 s 27; and
(91) RCW 25.10.955 (Unsettled demand for payment -- Costs -- Fees and
expenses of counsel) and 1991 c 269 s 28.
NEW SECTION. Sec. 1306
(a) A limited partnership formed on or after the effective date of
this section; and
(b) Except as otherwise provided in subsections (3) and (4) of this
section, a limited partnership formed before the effective date of this
section that elects, in the manner provided in its partnership
agreement or by law for amending the partnership agreement, to be
subject to this chapter.
(2) Except as otherwise provided in subsection (3) of this section,
on and after July 1, 2010, this chapter governs all limited
partnerships.
(3) With respect to a limited partnership formed before the
effective date of this section, the following rules apply except as the
partners otherwise elect in the manner provided in the partnership
agreement or by law for amending the partnership agreement:
(a) Section 104(3) of this act does not apply and the limited
partnership has whatever duration it had under the law applicable
immediately before the effective date of this section.
(b) The limited partnership is not required to amend its
certificate of limited partnership to comply with section 201(1)(d) of
this act.
(c) Sections 601 and 602 of this act do not apply and a limited
partner has the same right and power to dissociate from the limited
partnership, with the same consequences, as existed immediately before
the effective date of this section.
(d) Section 603(4) of this act does not apply.
(e) Section 603(5) of this act does not apply and a court has the
same power to expel a general partner as the court had immediately
before the effective date of this section.
(f) Section 801(3) of this act does not apply and the connection
between a person's dissociation as a general partner and the
dissolution of the limited partnership is the same as existed
immediately before the effective date of this section.
(4) With respect to a limited partnership that elects pursuant to
subsection (1)(b) of this section to be subject to this chapter, after
the election takes effect the provisions of this chapter relating to
the liability of the limited partnership's general partners to third
parties apply:
(a) Before July 1, 2010, to:
(i) A third party that had not done business with the limited
partnership in the year before the election took effect; and
(ii) A third party that had done business with the limited
partnership in the year before the election took effect only if the
third party knows or has received a notification of the election; and
(b) On and after July 1, 2010, to all third parties, but those
provisions remain inapplicable to any obligation incurred while those
provisions were inapplicable under (a)(ii) of this subsection.
NEW SECTION. Sec. 1307
(a) Filing of a certificate of limited partnership or an
application for a certificate of authority of a foreign limited
partnership;
(b) Filing of an amendment or restatement of a certificate of
domestic or foreign limited partnership;
(c) Filing an application to reserve, register, or transfer a
limited partnership name;
(d) Filing any other certificate, statement, or report authorized
or permitted to be filed; and
(e) Copies, certified copies, certificates, service of process
filings, and expedited filings or other special services.
(2) In the establishment of a fee schedule, the secretary of state
shall, insofar as is possible and reasonable, be guided by the fee
schedule provided for corporations governed by Title 23B RCW.
(a) Fees for copies, certified copies, certificates of record, and
service of process filings are the same as in RCW 23B.01.220.
(b) Fees for reinstatement of a foreign or domestic limited
partnership are the same as in RCW 23B.01.560.
(c) All fees collected by the secretary of state shall be deposited
with the state treasurer pursuant to law.
NEW SECTION. Sec. 1308
NEW SECTION. Sec. 1309
NEW SECTION. Sec. 1310 Captions and article headings used in
this act are not any part of the law.
NEW SECTION. Sec. 1311 Sections 101 through 1304 and 1306
through 1310 of this act are each added to chapter
Sec. 1401 RCW 23B.11.080 and 1998 c 103 s 1310 are each amended
to read as follows:
(1) One or more domestic corporations may merge with one or more
limited liability companies, partnerships, or limited partnerships if:
(a) The board of directors of each corporation adopts and the
shareholders of each corporation approve, if approval would be
necessary, the plan of merger as required by RCW 23B.11.030;
(b) The partners of each limited partnership approve the plan of
merger as required by ((RCW 25.10.810)) section 1107 of this act;
(c) The partners of each partnership approve the plan of merger as
required by RCW 25.05.375; and
(d) The members of each limited liability company approve, if
approval is necessary, the plan of merger as required by RCW 25.15.400.
(2) The plan of merger must set forth:
(a) The name of each limited liability company, partnership,
corporation, and limited partnership planning to merge and the name of
the surviving limited liability company, partnership, corporation, or
limited partnership into which each other limited liability company,
partnership, corporation, or limited partnership plans to merge;
(b) The terms and conditions of the merger; and
(c) The manner and basis of converting the shares of each
corporation, the member interests of each limited liability company,
and the partnership interests in each partnership and each limited
partnership into shares, limited liability company member interests,
partnership interests, obligations(([,])), or other securities of the
surviving limited liability company, partnership, corporation, or
limited partnership, or into cash or other property, including shares,
obligations, or securities of any other limited liability company,
partnership, or corporation, and partnership interests, obligations, or
securities of any other limited partnership, in whole or in part.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of the surviving
corporation;
(b) Amendments to the certificate of limited partnership of the
surviving limited partnership; and
(c) Other provisions relating to the merger.
Sec. 1402 RCW 23B.11.090 and 1998 c 103 s 1311 are each amended
to read as follows:
After a plan of merger for one or more corporations and one or more
limited partnerships, one or more partnerships, or one or more limited
liability companies is approved by the shareholders of each corporation
(or adopted by the board of directors of any corporation for which
shareholder approval is not required), is approved by the partners for
each limited partnership as required by ((RCW 25.10.810)) section 1107
of this act, is approved by the partners of each partnership as
required by RCW 25.05.380, or is approved by the members of each
limited liability company as required by RCW 25.15.400, the surviving
entity must:
(1) If the surviving entity is a corporation, file with the
secretary of state articles of merger setting forth:
(a) The plan of merger;
(b) A statement that the merger was duly approved by the
shareholders of each corporation pursuant to RCW 23B.11.030 (or a
statement that shareholder approval was not required for a merging
corporation); and
(c) A statement that the merger was duly approved by the partners
of each limited partnership pursuant to ((RCW 25.10.810)) section 1107
of this act.
(2) If the surviving entity is a limited partnership, comply with
the requirements in ((RCW 25.10.820)) section 1108 of this act.
(3) If the surviving entity is a partnership, comply with the
requirements in RCW 25.05.380.
(4) If the surviving entity is a limited liability company, comply
with the requirements in RCW 25.15.405.
Sec. 1403 RCW 23B.11.110 and 1998 c 103 s 1313 are each amended
to read as follows:
(1) One or more foreign limited partnerships, foreign corporations,
foreign partnerships, and foreign limited liability companies may merge
with one or more domestic partnerships, domestic limited liability
companies, domestic limited partnerships, or domestic corporations,
provided that:
(a) The merger is permitted by the law of the jurisdiction under
which each foreign limited partnership was organized and the law of the
state or country under which each foreign corporation was incorporated
and each foreign limited partnership or foreign corporation complies
with that law in effecting the merger;
(b) If the surviving entity is a foreign or domestic corporation,
that corporation complies with RCW 23B.11.090;
(c) If the surviving entity is a foreign or domestic limited
partnership, that limited partnership complies with ((RCW 25.10.820))
section 1108 of this act;
(d) Each domestic corporation complies with RCW 23B.11.080;
(e) Each domestic limited partnership complies with ((RCW
25.10.810)) section 1107 of this act;
(f) Each domestic limited liability company complies with RCW
25.15.400; and
(g) Each domestic partnership complies with RCW 25.05.375.
(2) Upon the merger taking effect, a surviving foreign corporation,
foreign limited partnership, foreign limited liability corporation, or
foreign partnership is deemed:
(a) To appoint the secretary of state as its agent for service of
process in a proceeding to enforce any obligation or the rights of
dissenting shareholders or partners of each domestic corporation,
domestic limited partnership, domestic limited liability company, or
domestic partnership party to the merger; and
(b) To agree that it will promptly pay to the dissenting
shareholders or partners of each domestic corporation, domestic limited
partnership, domestic limited liability company, or domestic
partnership party to the merger the amount, if any, to which they are
entitled under chapter 23B.13 RCW, in the case of dissenting
shareholders, or under chapter 25.10, 25.15, or 25.05 RCW, in the case
of dissenting partners.
Sec. 1404 RCW 23B.13.020 and 2003 c 35 s 9 are each amended to
read as follows:
(1) A shareholder is entitled to dissent from, and obtain payment
of the fair value of the shareholder's shares in the event of, any of
the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a
party (i) if shareholder approval is required for the merger by RCW
23B.11.030, 23B.11.080, or the articles of incorporation, and the
shareholder is entitled to vote on the merger, or (ii) if the
corporation is a subsidiary that is merged with its parent under RCW
23B.11.040;
(b) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be
acquired, if the shareholder is entitled to vote on the plan;
(c) Consummation of a sale or exchange of all, or substantially
all, of the property of the corporation other than in the usual and
regular course of business, if the shareholder is entitled to vote on
the sale or exchange, including a sale in dissolution, but not
including a sale pursuant to court order or a sale for cash pursuant to
a plan by which all or substantially all of the net proceeds of the
sale will be distributed to the shareholders within one year after the
date of sale;
(d) An amendment of the articles of incorporation, whether or not
the shareholder was entitled to vote on the amendment, if the amendment
effects a redemption or cancellation of all of the shareholder's shares
in exchange for cash or other consideration other than shares of the
corporation; or
(e) Any corporate action taken pursuant to a shareholder vote to
the extent the articles of incorporation, bylaws, or a resolution of
the board of directors provides that voting or nonvoting shareholders
are entitled to dissent and obtain payment for their shares.
(2) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this chapter may not challenge the corporate
action creating the shareholder's entitlement unless the action fails
to comply with the procedural requirements imposed by this title, ((RCW
25.10.900 through 25.10.955)) sections 1201 through 1212 of this act,
the articles of incorporation, or the bylaws, or is fraudulent with
respect to the shareholder or the corporation.
(3) The right of a dissenting shareholder to obtain payment of the
fair value of the shareholder's shares shall terminate upon the
occurrence of any one of the following events:
(a) The proposed corporate action is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets aside
the corporate action; or
(c) The shareholder's demand for payment is withdrawn with the
written consent of the corporation.
Sec. 1405 RCW 25.05.355 and 1998 c 103 s 902 are each amended to
read as follows:
(1) A partnership may be converted to a limited partnership
pursuant to this section.
(2) The terms and conditions of a conversion of a partnership to a
limited partnership must be approved by all of the partners or by a
number or percentage specified for conversion in the partnership
agreement.
(3) After the conversion is approved by the partners, the
partnership shall file a certificate of limited partnership in the
jurisdiction in which the limited partnership is to be formed. The
certificate must include:
(a) A statement that the partnership was converted to a limited
partnership from a partnership;
(b) Its former name; and
(c) A statement of the number of votes cast by the partners for and
against the conversion and, if the vote is less than unanimous, the
number or percentage required to approve the conversion under the
partnership agreement.
(4) If the partnership was converted to a domestic limited
partnership, the certificate must also include:
(a) The name of the limited partnership;
(b) The address of the office for records and the name and address
of the agent for service of process appointed pursuant to ((RCW
25.10.040)) section 114 of this act;
(c) The name and the geographical and mailing address of each
general partner;
(d) The latest date upon which the limited partnership is to
dissolve; and
(e) Any other matters the general partners determine to include
therein.
(5) The conversion takes effect when the certificate of limited
partnership is filed or at any later date specified in the certificate.
(6) A general partner who becomes a limited partner as a result of
the conversion remains liable as a general partner for an obligation
incurred by the partnership before the conversion takes effect. If the
other party to a transaction with the limited partnership reasonably
believes when entering the transaction that the limited partner is a
general partner, the limited partner is liable for an obligation
incurred by the limited partnership within ninety days after the
conversion takes effect. The limited partner's liability for all other
obligations of the limited partnership incurred after the conversion
takes effect is that of a limited partner as provided in the Washington
uniform limited partnership act.
Sec. 1406 RCW 25.05.375 and 1998 c 103 s 906 are each amended to
read as follows:
(1) Unless otherwise provided in the partnership agreement,
approval of a plan of merger by a domestic partnership party to the
merger shall occur when the plan is approved by all of the partners.
(2) If a domestic limited partnership is a party to the merger, the
plan of merger shall be adopted and approved as provided in ((RCW
25.10.810)) section 1107 of this act.
(3) If a domestic limited liability company is a party to the
merger, the plan of merger shall be adopted and approved as provided in
RCW 25.15.400.
(4) If a domestic corporation is a party to the merger, the plan of
merger shall be adopted and approved as provided in chapter 23B.11 RCW.
Sec. 1407 RCW 25.05.385 and 1998 c 103 s 908 are each amended to
read as follows:
(1) When a merger takes effect:
(a) Every other partnership, limited liability company, limited
partnership, or corporation that is party to the merger merges into the
surviving partnership, limited liability company, limited partnership,
or corporation and the separate existence of every partnership, limited
liability company, limited partnership, or corporation except the
surviving partnership, limited liability company, limited partnership,
or corporation ceases;
(b) The title to all real estate and other property owned by each
partnership, limited liability company, limited partnership, and
corporation party to the merger is vested in the surviving partnership,
limited liability company, limited partnership, or corporation without
reversion or impairment;
(c) The surviving partnership, limited liability company, limited
partnership, or corporation has all liabilities of each partnership,
limited liability company, limited partnership, and corporation that is
party to the merger;
(d) A proceeding pending against any partnership, limited liability
company, limited partnership, or corporation that is party to the
merger may be continued as if the merger did not occur or the surviving
partnership, limited liability company, limited partnership, or
corporation may be substituted in the proceeding for the partnership,
limited liability company, limited partnership, or corporation whose
existence ceased;
(e) The certificate of formation of the surviving limited liability
company is amended to the extent provided in the plan of merger;
(f) The partnership agreement of the surviving limited partnership
is amended to the extent provided in the plan of merger;
(g) The articles of incorporation of the surviving corporation are
amended to the extent provided in the plan of merger; and
(h) The former members of every limited liability company party to
the merger, the former holders of the partnership interests of every
domestic partnership or limited partnership that is party to the
merger, and the former holders of the shares of every domestic
corporation that is party to the merger are entitled only to the rights
provided in the plan of merger, or to their rights under this article,
to their rights under ((RCW 25.10.900 through 25.10.955)) sections 1201
through 1212 of this act, or to their rights under chapter 23B.13 RCW.
(2) Unless otherwise agreed, a merger of a domestic partnership,
including a domestic partnership which is not the surviving entity in
the merger, shall not require the domestic partnership to wind up its
affairs under article 8 of this chapter.
(3) Unless otherwise agreed, a merger of a domestic limited
partnership, including a domestic limited partnership which is not the
surviving entity in the merger, shall not require the domestic limited
partnership to wind up its affairs under ((RCW 25.10.460)) section 803
of this act or pay its liabilities and distribute its assets under
((RCW 25.10.470)) section 811 of this act.
(4) Unless otherwise agreed, a merger of a domestic limited
liability company, including a domestic limited liability company which
is not the surviving entity in the merger, shall not require the
domestic limited liability company to wind up its affairs under RCW
25.15.295 or pay its liabilities and distribute its assets under RCW
25.15.300.
Sec. 1408 RCW 25.05.390 and 1998 c 103 s 909 are each amended to
read as follows:
(1) One or more foreign partnerships, foreign limited liability
companies, foreign limited partnerships, and foreign corporations may
merge with one or more domestic partnerships, domestic limited
liability companies, domestic limited partnerships, or domestic
corporations if:
(a) The merger is permitted by the law of the jurisdiction under
which each foreign partnership was organized, each foreign limited
liability company was formed, each foreign limited partnership was
organized, and each foreign corporation was incorporated, and each
foreign partnership, foreign limited liability company, foreign limited
partnership, and foreign corporation complies with that law in
effecting the merger;
(b) The surviving entity complies with RCW 25.05.380;
(c) Each domestic limited liability company complies with RCW
25.15.400;
(d) Each domestic limited partnership complies with ((RCW
25.10.810)) section 1107 of this act; and
(e) Each domestic corporation complies with RCW 23B.11.080.
(2) Upon the merger taking effect, a surviving foreign limited
liability company, limited partnership, or corporation is deemed to
appoint the secretary of state as its agent for service of process in
a proceeding to enforce any obligation or the rights of dissenting
members, partners, or shareholders of each domestic limited liability
company, domestic limited partnership, or domestic corporation party to
the merger.
Sec. 1409 RCW 25.05.425 and 1998 c 103 s 1002 are each amended to
read as follows:
(1) Except as provided in RCW 25.05.435 or 25.05.445(2), a partner
in a domestic partnership is entitled to dissent from, and obtain
payment of the fair value of the partner's interest in a partnership in
the event of consummation of a plan of merger to which the partnership
is a party as permitted by RCW 25.05.370 or 25.05.390.
(2) A partner entitled to dissent and obtain payment for the
partner's interest in a partnership under this article may not
challenge the merger creating the partner's entitlement unless the
merger fails to comply with the procedural requirements imposed by this
title, Title 23B RCW, ((RCW 25.10.800 through 25.10.840)) sections 1106
through 1110 of this act, or 25.15.430, as applicable, or the
partnership agreement, or is fraudulent with respect to the partner or
the partnership.
(3) The right of a dissenting partner in a partnership to obtain
payment of the fair value of the partner's interest in the partnership
shall terminate upon the occurrence of any one of the following events:
(a) The proposed merger is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets aside
the merger; or
(c) The partner's demand for payment is withdrawn with the written
consent of the partnership.
Sec. 1410 RCW 25.15.010 and 1998 c 102 s 9 are each amended to
read as follows:
(1) The name of each limited liability company as set forth in its
certificate of formation:
(a) Must contain the words "Limited Liability Company," the words
"Limited Liability" and abbreviation "Co.," or the abbreviation
"L.L.C." or "LLC";
(b) Except as provided in subsection (1)(d) of this section, may
contain the name of a member or manager;
(c) Must not contain language stating or implying that the limited
liability company is organized for a purpose other than those permitted
by RCW 25.15.030;
(d) Must not contain any of the words or phrases:"Bank," "banking,"
"banker," "trust," "cooperative," "partnership," "corporation,"
"incorporated," or the abbreviations "corp.," "ltd.," or "inc.," or
"LP," "L.P.," "LLP," "L.L.P.," 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; and
(e) Must be distinguishable upon the records of the secretary of
state from the names described in RCW 23B.04.010(1)(d) and
((25.10.020(1)(d))) section 108(4) of this act, and the names 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.
(2) A limited liability company may apply to the secretary of state
for authorization to use any name which is not distinguishable upon the
records of the secretary of state from one or more of the names
described in subsection (1)(e) of this section. The secretary of state
shall authorize use of the name applied for if the other corporation,
limited partnership, limited liability partnership, or limited
liability company consents in writing to the use 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
liability company.
(3) A name shall not be considered distinguishable upon the records
of the secretary of state by virtue of:
(a) A variation in any of the following designations for the same
name: "Corporation," "incorporated," "company," "limited,"
"partnership," "limited partnership," "limited liability company," or
"limited liability partnership," or the abbreviations "corp.," "inc.,"
"co.," "ltd.," "LP," "L.P.," "LLP," "L.L.P.," "LLC," or "L.L.C.";
(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.
(4) This chapter does not control the use of assumed business names
or "trade names."
Sec. 1411 RCW 25.15.325 and 2002 c 74 s 19 are each amended to
read as follows:
(1) A foreign limited liability company may register with the
secretary of state under any name (whether or not it is the name under
which it is registered in the jurisdiction of its formation) that
includes the words "Limited Liability Company," the words "Limited
Liability" and the abbreviation "Co.," or the abbreviation "L.L.C." or
"LLC" and that could be registered by a domestic limited liability
company. A foreign limited liability company may apply to the
secretary of state for authorization to use a name which is not
distinguishable upon the records of the office of the secretary of
state from the names described in RCW 23B.04.010 and ((25.10.020))
section 108 of this act, and the names of any domestic or foreign
limited liability company reserved, registered, or formed under the
laws of this state. The secretary of state shall authorize use of the
name applied for if the other corporation, limited liability company,
limited liability partnership, or limited partnership consents in
writing to the use 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 foreign limited liability company.
(2) Each foreign limited liability company shall continuously
maintain in this state:
(a) A registered office, which may but need not be a place of its
business in this state. The registered office shall be at a specific
geographic location in this state, and be identified by number, if any,
and street, or building address or rural route, or, if a commonly known
street or rural route address does not exist, by legal description. A
registered office may not be identified by post office box number or
other nongeographic address. For purposes of communicating by mail,
the secretary of state may permit the use of a post office address in
conjunction with the registered office address if the foreign limited
liability company also maintains on file the specific geographic
address of the registered office where personal service of process may
be made;
(b) A registered agent for service of process on the foreign
limited liability company, which agent may be either an individual
resident of this state whose business office is identical with the
foreign limited liability company's registered office, or a domestic
corporation, a limited partnership or limited liability company, or a
foreign corporation authorized to do business in this state having a
business office identical with such registered office; and
(c) A registered agent who shall not be appointed without having
given prior written consent to the appointment. The written consent
shall be filed with the secretary of state in such form as the
secretary may prescribe. The written consent shall be filled with or
as a part of the document first appointing a registered agent. In the
event any individual, limited liability company, limited partnership,
or corporation has been appointed agent without consent, that person or
corporation may file a notarized statement attesting to that fact, and
the name shall forthwith be removed from the records of the secretary
of state.
(3) A foreign limited liability company may change its registered
office or registered agent by delivering to the secretary of state for
filing a statement of change that sets forth:
(a) The name of the foreign limited liability company;
(b) If the current registered office is to be changed, the street
address of the new registered office in accord with subsection (2)(a)
of this section;
(c) If the current registered agent is to be changed, the name of
the new registered agent and the new agent's written consent, either on
the statement or attached to it, to the appointment; and
(d) That after the change or changes are made, the street addresses
of its registered office and the business office of its registered
agent will be identical.
(4) If a registered agent changes the street address of the agent's
business office, the registered agent may change the street address of
the registered office of any foreign limited liability company for
which the agent is the registered agent by notifying the foreign
limited liability company in writing of the change and signing, either
manually or in facsimile, and delivering to the secretary of state for
filing a statement that complies with the requirements of subsection
(3) of this section and recites that the foreign limited liability
company has been notified of the change.
(5) A registered agent of any foreign limited liability company may
resign as agent by signing and delivering to the secretary of state for
filing a statement that the registered office is also discontinued.
After filing the statement the secretary of state shall mail a copy of
the statement to the foreign limited liability company at its principal
place of business shown in its application for certificate of
registration if no annual report has been filed. The agency
appointment is terminated, and the registered office discontinued if so
provided, on the thirty-first day after the date on which the statement
was filed.
Sec. 1412 RCW 25.15.400 and 1998 c 103 s 1320 are each amended to
read as follows:
(1) Unless otherwise provided in the limited liability company
agreement, approval of a plan of merger by a domestic limited liability
company party to the merger shall occur when the plan is approved by
the members, or if there is more than one class or group of members,
then by each class or group of members, in either case, by members
contributing more than fifty percent of the agreed value (as stated in
the records of the limited liability company required to be kept
pursuant to RCW 25.15.135) of the contributions made, or obligated to
be made, by all members or by the members in each class or group, as
appropriate.
(2) If a domestic limited partnership is a party to the merger, the
plan of merger shall be adopted and approved as provided in ((RCW
25.10.810)) section 1107 of this act.
(3) If a domestic corporation is a party to the merger, the plan of
merger shall be adopted and approved as provided in chapter 23B.11 RCW.
(4) If a domestic partnership is a party to the merger, the plan of
merger must be approved as provided in RCW 25.05.375.
Sec. 1413 RCW 25.15.405 and 1998 c 103 s 1321 are each amended to
read as follows:
After a plan of merger is approved or adopted, the surviving
partnership, limited liability company, limited partnership, or
corporation shall deliver to the secretary of state for filing articles
of merger setting forth:
(1) The plan of merger;
(2) If the approval of any members, partners, or shareholders of
one or more partnerships, limited liability companies, limited
partnerships, or corporations party to the merger was not required, a
statement to that effect; or
(3) If the approval of any members, partners, or shareholders of
one or more of the partnerships, limited liability companies, limited
partnerships, or corporations party to the merger was required, a
statement that the merger was duly approved by such members, partners,
and shareholders pursuant to RCW 25.05.375, 25.15.400, ((25.10.810))
section 1107 of this act, or chapter 23B.11 RCW.
Sec. 1414 RCW 25.15.410 and 1998 c 103 s 1322 are each amended to
read as follows:
(1) When a merger takes effect:
(a) Every other partnership, limited liability company, limited
partnership, or corporation that is party to the merger merges into the
surviving partnership, limited liability company, limited partnership,
or corporation and the separate existence of every partnership, limited
liability company, limited partnership, or corporation except the
surviving partnership, limited liability company, limited partnership,
or corporation ceases;
(b) The title to all real estate and other property owned by each
partnership, limited liability company, limited partnership, and
corporation party to the merger is vested in the surviving partnership,
limited liability company, limited partnership, or corporation without
reversion or impairment;
(c) The surviving partnership, limited liability company, limited
partnership, or corporation has all liabilities of each partnership,
limited liability company, limited partnership, and corporation that is
party to the merger;
(d) A proceeding pending against any partnership, limited liability
company, limited partnership, or corporation that is party to the
merger may be continued as if the merger did not occur or the surviving
partnership, limited liability company, limited partnership, or
corporation may be substituted in the proceeding for the partnership,
limited liability company, limited partnership, or corporation whose
existence ceased;
(e) The certificate of formation of the surviving limited liability
company is amended to the extent provided in the plan of merger;
(f) The partnership agreement of the surviving limited partnership
is amended to the extent provided in the plan of merger;
(g) The articles of incorporation of the surviving corporation are
amended to the extent provided in the plan of merger; and
(h) The former members of every limited liability company party to
the merger, holders of the partnership interests of every domestic
partnership or domestic limited partnership that is party to the
merger, and the former holders of the shares of every domestic
corporation that is party to the merger are entitled only to the rights
provided in the plan of merger, to their rights under chapter 25.05
RCW, to their rights under this article, to their rights under ((RCW
25.10.900 through 25.10.955)) sections 1201 through 1212 of this act,
or to their rights under chapter 23B.13 RCW.
(2) Unless otherwise agreed, a merger of a domestic limited
liability company, including a domestic limited liability company which
is not the surviving entity in the merger, shall not require the
domestic limited liability company to wind up its affairs under RCW
25.15.295 or pay its liabilities and distribute its assets under RCW
25.15.300.
(3) Unless otherwise agreed, a merger of a domestic limited
partnership, including a domestic limited partnership which is not the
surviving entity in the merger, shall not require the domestic limited
partnership to wind up its affairs under ((RCW 25.10.460)) section 803
of this act or pay its liabilities and distribute its assets under
((RCW 25.10.470)) section 811 of this act.
(4) Unless otherwise agreed, a merger of a domestic partnership,
including a domestic partnership which is not the surviving entity in
the merger, shall not require the domestic partnership to wind up its
affairs under article 8 of chapter 25.05 RCW.
(5) Unless otherwise agreed, a merger of a domestic limited
liability company, including a domestic limited liability company which
is not the surviving entity in the merger, shall not require the
domestic limited liability company to wind up its affairs under article
8 of chapter 25.15 RCW.
Sec. 1415 RCW 25.15.415 and 1998 c 103 s 1323 are each amended to
read as follows:
(1) One or more foreign partnerships, one or more foreign limited
liability companies, one or more foreign limited partnerships, and one
or more foreign corporations may merge with one or more domestic
partnerships, domestic limited liability companies, domestic limited
partnerships, or domestic corporations if:
(a) The merger is permitted by the law of the jurisdiction under
which each foreign limited liability company was formed, each foreign
partnership or foreign limited partnership was organized, and each
foreign corporation was incorporated, and each foreign limited
liability company, foreign partnership, foreign limited partnership,
and foreign corporation complies with that law in effecting the merger;
(b) The surviving entity complies with RCW 25.15.405 and 25.05.380;
(c) Each domestic limited liability company complies with RCW
25.15.400;
(d) Each domestic limited partnership complies with ((RCW
25.10.810)) section 1107 of this act; and
(e) Each domestic corporation complies with RCW 23B.11.080.
(2) Upon the merger taking effect, a surviving foreign limited
liability company, limited partnership, or corporation is deemed to
appoint the secretary of state as its agent for service of process in
a proceeding to enforce any obligation or the rights of dissenting
partners or shareholders of each domestic limited liability company,
domestic limited partnership, or domestic corporation party to the
merger.
Sec. 1416 RCW 25.15.430 and 1994 c 211 s 1202 are each amended to
read as follows:
(1) Except as provided in RCW 25.15.440 or 25.15.450(2), a member
of a domestic limited liability company is entitled to dissent from,
and obtain payment of, the fair value of the member's interest in a
limited liability company in the event of consummation of a plan of
merger to which the limited liability company is a party as permitted
by RCW 25.15.395 or 25.15.415.
(2) A member entitled to dissent and obtain payment for the
member's interest in a limited liability company under this article may
not challenge the merger creating the member's entitlement unless the
merger fails to comply with the procedural requirements imposed by this
title, Title 23B RCW, ((RCW 25.10.800 through 25.10.840)) sections 1106
through 1110 of this act, or the limited liability company agreement,
or is fraudulent with respect to the member or the limited liability
company.
(3) The right of a dissenting member in a limited liability company
to obtain payment of the fair value of the member's interest in the
limited liability company shall terminate upon the occurrence of any
one of the following events:
(a) The proposed merger is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets aside
the merger; or
(c) The member's demand for payment is withdrawn with the written
consent of the limited liability company.
NEW SECTION. Sec. 1417 Sections 1401 through 1416 of this act
take effect July 1, 2010.