AN
ACT Relating to limited partnerships; amending RCW 25.10.453 and 25.10.553;
adding new sections to chapter 25.10 RCW; and providing an expiration date.
BE IT
ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
NEW
SECTION. Sec. 1. A
new section is added to chapter 25.10 RCW to read as follows:
The
legislature finds that the maintenance of records regarding outdated limited
partnerships, which no longer actively transact business, imposes an
unnecessary financial burden on the state. The legislature also finds that the
maintenance of outdated records regarding limited partnerships prevents the
names of these partnerships from being available for use by new business
entities. Based upon those findings, the purposes of chapter . . .,
Laws of 1998 (this act) are:
(1)
To authorize the secretary of state to identify limited partnerships formed
under legislation that predated the current Washington uniform limited
partnership act that are no longer transacting business, and to dissolve them
and make their names available for new business entities actively transacting
business in this state; and
(2)
To provide for a system under which the secretary of state's records of limited
partnerships formed under current law are kept current and the records of
limited partnerships no longer conducting business can be purged.
NEW
SECTION. Sec. 2. A
new section is added to chapter 25.10 RCW to read as follows:
(1)
This section applies to all existing limited partnerships formed after June 6,
1945, and before January 1, 1982, under the authority of statutes effective
before January 1, 1982.
(2)
A limited partnership under this section shall notify the secretary of state,
before January 1, 1999, that it continues to actively conduct business. The
notice must be in writing, and must include its principle business address, the
name of its registered agent, and the address of its registered office. If the
limited partnership has not previously appointed a registered agent or
designated a registered office, it must do so.
(3)
The secretary of state shall notify all limited partnerships under this section
of the requirements of subsection (2) of this section within ninety days of the
effective date of this act. The notice must be in writing, deposited into the
mail postage prepaid, and addressed to the registered office of the limited
partnership. If the secretary does not have a record of a registered office,
the notice must be addressed to the principle business address or other address
contained in the secretary's records.
(4)
If the notice is returned as undeliverable, or if the limited partnership does
not comply with subsection (2) of this section, then the secretary of state
shall commence proceedings to administratively dissolve the limited partnership
under RCW 25.10.455.
(5)
Limited partnerships dissolved under subsection (4) of this section may be
reinstated under RCW 25.10.457, except that if the notice was returned as
undeliverable the limited partnership may be reinstated at any time within five
years of dissolution.
Sec.
3. RCW
25.10.453 and 1991 c 269 s 31 are each amended to read as follows:
The
secretary of state may commence a proceeding under RCW 25.10.455 to
administratively dissolve a limited partnership if:
(1)
An amendment to the certificate of limited partnership required by RCW
25.10.090(2)(c) is not filed when specified by that provision;
(2)
The limited partnership is without a registered agent or registered office in
this state for sixty days or more; ((or))
(3)
The limited partnership does not notify the secretary of state within sixty
days that its registered agent or registered office has been changed, that its
registered agent has resigned, or that its registered office has been
discontinued; or
(4)
The limited partnership does not deliver its completed periodic report to the
secretary of state when it is due.
Sec.
4. RCW
25.10.553 and 1991 c 269 s 43 are each amended to read as follows:
The
secretary of state may commence a proceeding under ((section 45 of this act))
RCW 25.10.555 to revoke registration of a foreign limited partnership
authorized to transact business in this state if:
(1)
The foreign limited partnership is without a registered agent or registered
office in this state for sixty days or more;
(2)
The foreign limited partnership does not inform the secretary of state under
RCW 25.10.520 that its registered agent or registered office has changed, that
its registered agent has resigned, or that its registered office has been
discontinued within sixty days of the change, resignation, or discontinuance;
(3)
A general partner or other agent of the foreign limited partnership signed a
document knowing it was false in any material respect with intent that the
document be delivered to the secretary of state for filing; ((or))
(4)
The secretary of state receives a duly authenticated certificate from the
secretary of state or other official having custody of partnership records in
the jurisdiction under which the foreign limited partnership was organized
stating that the foreign limited partnership has been dissolved or its limited
partnership certificate canceled; or
(5)
The foreign limited partnership does not deliver its completed periodic report
to the secretary of state when it is due.
NEW
SECTION. Sec. 5. A
new section is added to chapter 25.10 RCW to read as follows:
(1)
A limited partnership formed or registered under this chapter shall deliver to
the secretary of state for filing periodic reports that set forth:
(a)
The name of the limited partnership;
(b)
The street address of its registered office and the name of its registered
agent in this state;
(c)
In the case of a foreign limited partnership, the address of its principle office
in the state or country under the laws of which it is formed; and
(d)
The address of the principle place of business of the limited partnership in
this state.
(2)
Periodic reports are due every five years on the anniversary date of the
formation or registration of the limited partnership. The secretary of state
may provide by rule for a longer period of time between reports. Periodic
reports must be accompanied by a fee equal to the corporation license fee under
Title 23B RCW.
(3)
As to limited partnerships formed or registered before the effective date of
this act, the secretary of state shall provide by administrative rule for a
schedule under which the first reports under this section shall be due. The
reports may not be due earlier than one year after the effective date of this
act.
NEW
SECTION. Sec. 6.
Sections 1 and 2 of this act expire January 1, 2006.
