Revised Code of Washington
2023 Archive

Chapter 25.10 RCW
UNIFORM LIMITED PARTNERSHIP ACT
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PDF of Complete Chapter
Sections
ARTICLE 1
GENERAL PROVISIONS
25.10.006Short title.
25.10.011Definitions.
25.10.016Knowledge and notice.
25.10.021Nature, purpose, and duration of entity.
25.10.031Powers.
25.10.041Governing law.
25.10.051Supplemental principles of law—Rate of interest.
25.10.061Name.
25.10.071Reservation of name.
25.10.081Effect of partnership agreement—Nonwaivable provisions.
25.10.091Required information.
25.10.101Business transactions of partner with partnership.
25.10.111Dual capacity.
25.10.121Registered agent—Requirements.
25.10.131Change of registered agent for service of process.
25.10.141Resignation of agent for service of process.
25.10.151Service of process.
25.10.161Consent and proxies of partners.
ARTICLE 2
FORMATION—CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS
25.10.201Formation of limited partnership—Certificate of limited partnership.
25.10.211Amendment or restatement of certificate of limited partnership.
25.10.221Statement of termination.
25.10.231Signing of records.
25.10.241Signing and filing pursuant to judicial order.
25.10.251Delivery to and filing of records by secretary of state—Effective time and date.
25.10.261Correcting filed record.
25.10.271Liability for false information in filed record.
25.10.281Certificate of existence or registration.
25.10.291Annual report for secretary of state.
ARTICLE 3
LIMITED PARTNERS
25.10.301Becoming limited partner.
25.10.311No right or power as limited partner to bind limited partnership.
25.10.321No liability as limited partner for limited partnership obligations.
25.10.331Right of limited partner and former limited partner to information.
25.10.341Limited duties of limited partners.
25.10.351Person erroneously believing self to be limited partner.
ARTICLE 4
GENERAL PARTNERS
25.10.371Becoming general partner.
25.10.381General partner agent of limited partnership.
25.10.391Limited partnership liable for general partner's actionable conduct.
25.10.401General partner's liability.
25.10.411Actions by and against partnership and partners.
25.10.421Management rights of general partner.
25.10.431Right of general partner and former general partner to information.
25.10.441General standards of general partner's conduct.
ARTICLE 5
CONTRIBUTIONS AND DISTRIBUTIONS
25.10.461Form of contribution.
25.10.466Liability for contribution.
25.10.471Sharing of distributions.
25.10.476Interim distributions.
25.10.481No distribution on account of dissociation.
25.10.486Distribution in kind.
25.10.491Right to distribution.
25.10.496Limitations on distribution.
25.10.501Liability for improper distributions.
ARTICLE 6
DISSOCIATION
25.10.511Dissociation as limited partner.
25.10.516Effect of dissociation as limited partner.
25.10.521Dissociation as general partner.
25.10.526Person's power to dissociate as general partner—Wrongful dissociation.
25.10.531Effect of dissociation as general partner.
25.10.536Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
25.10.541Liability to other persons of person dissociated as general partner.
ARTICLE 7
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
25.10.546Partner's transferable interest.
25.10.551Transfer of partner's transferable interest.
25.10.556Rights of creditor of partner or transferee.
25.10.561Power of estate of deceased partner.
ARTICLE 8
DISSOLUTION
25.10.571Nonjudicial dissolution.
25.10.576Judicial dissolution.
25.10.581Winding up.
25.10.586Power of general partner and person dissociated as general partner to bind partnership after dissolution.
25.10.591Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
25.10.596Known claims against dissolved limited partnership.
25.10.601Other claims against dissolved limited partnership.
25.10.606Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
25.10.611Administrative dissolution.
25.10.616Reinstatement following administrative dissolution.
25.10.621Disposition of assets—When contributions required.
ARTICLE 9
FOREIGN LIMITED PARTNERSHIPS
25.10.641Effect of registration and governing law.
25.10.646Registration with the secretary of state.
25.10.651Activities not constituting transacting business.
25.10.661Name of foreign limited partnership.
25.10.666Termination of registration.
25.10.671Withdrawal of registration.
ARTICLE 10
ACTIONS BY PARTNERS
25.10.701Direct action by partner.
25.10.706Derivative action.
25.10.711Proper plaintiff.
25.10.716Pleading.
25.10.721Proceeds and expenses.
ARTICLE 11
CONVERSION AND MERGER
25.10.751Definitions.
25.10.756Conversion.
25.10.761Action on plan of conversion by converting limited partnership.
25.10.766Filings required for conversion—Effective date.
25.10.771Effect of conversion.
25.10.776Merger.
25.10.781Action on plan of merger by constituent limited partnership.
25.10.786Filings required for merger—Effective date.
25.10.791Effect of merger.
25.10.796Restrictions on approval of conversions and mergers and on relinquishing LLLP status.
25.10.801Liability of general partner after conversion or merger.
25.10.806Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
25.10.811Article not exclusive.
ARTICLE 12
DISSENTERS' RIGHTS
25.10.831Definitions.
25.10.836Partner—Dissent—Payment of fair value.
25.10.841Dissenters' rights—Notice—Timing.
25.10.846Partner—Dissent—Voting restriction.
25.10.851Partners—Dissenters' notice—Requirements.
25.10.856Partner—Payment demand—Entitlement.
25.10.861Partnership interests—Transfer restrictions.
25.10.866Payment of fair value—Requirements for compliance.
25.10.871Merger—Not effective within sixty days—Transfer restrictions.
25.10.876Dissenter's estimate of fair value—Notice.
25.10.881Unsettled demand for payment—Proceeding—Parties—Appraisers.
25.10.886Unsettled demand for payment—Costs, fees, and expenses of counsel.
ARTICLE 13
MISCELLANEOUS PROVISIONS
25.10.901Uniformity of application and construction.
25.10.903Effective date—2009 c 188.
25.10.906Relation to electronic signatures in global and national commerce act.
25.10.911Application to existing relationships.
25.10.916Applicable fees, charges, and penalties.
25.10.921Authority to adopt rules.
25.10.926Savings clause.
NOTES:
Reviser's note: Throughout this chapter the phrase "this act" has been changed to "this chapter." "This act" [1981 c 51] consists of this chapter and the repeal of chapters 25.08 and 25.98 RCW.
Materials specifically authorized to be printed and distributed by secretary of state: RCW 43.07.140.
Revolving fund of secretary of state, deposit of moneys for costs of carrying out secretary of state's functions under this chapter: RCW 43.07.130.