AN
ACT Relating to the revised uniform partnership act; amending RCW 23B.11.080,
23B.11.090, 23B.11.100, 23B.11.110, 25.10.800, 25.10.810, 25.10.820, 25.10.830,
25.10.840, 25.15.395, 25.15.400, 25.15.405, 25.15.410, and 25.15.415;
reenacting and amending RCW 43.07.120; adding a new chapter to Title 25 RCW;
repealing RCW 25.04.010, 25.04.020, 25.04.030, 25.04.040, 25.04.050, 25.04.060,
25.04.070, 25.04.080, 25.04.090, 25.04.100, 25.04.110, 25.04.120, 25.04.130,
25.04.140, 25.04.150, 25.04.160, 25.04.170, 25.04.180, 25.04.190, 25.04.200,
25.04.210, 25.04.220, 25.04.230, 25.04.240, 25.04.250, 25.04.260, 25.04.270,
25.04.280, 25.04.290, 25.04.300, 25.04.310, 25.04.320, 25.04.330, 25.04.340,
25.04.350, 25.04.360, 25.04.370, 25.04.380, 25.04.390, 25.04.400, 25.04.410,
25.04.420, 25.04.430, 25.04.700, 25.04.705, 25.04.710, 25.04.715, 25.04.720,
25.04.725, 25.04.730, 25.04.735, 25.04.740, 25.04.745, and 25.04.750; and
providing an effective date.
BE IT
ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
ARTICLE
1
GENERAL
PROVISIONS
NEW
SECTION. Sec. 101.
DEFINITIONS. The definitions in this section apply throughout this
chapter unless the context clearly requires otherwise:
(1)
"Business" includes every trade, occupation, and profession.
(2)
"Debtor in bankruptcy" means a person who 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.
(3)
"Distribution" means a transfer of money or other property from a
partnership to a partner in the partner's capacity as a partner or to the
partner's transferee.
(4)
"Foreign limited liability partnership" means a partnership that:
(a)
Is formed under laws other than the laws of this state; and
(b)
Has the status of a limited liability partnership under those laws.
(5)
"Limited liability partnership" means a partnership that has filed a
statement of qualification under section 1101 of this act and does not have a
similar statement in effect in any other jurisdiction.
(6)
"Partnership" means an association of two or more persons to carry on
as co-owners a business for profit formed under section 202 of this act,
predecessor law, or comparable law of another jurisdiction.
(7)
"Partnership agreement" means the agreement, whether written, oral,
or implied, among the partners concerning the partnership, including amendments
to the partnership agreement.
(8)
"Partnership at will" means a partnership in which the partners have
not agreed to remain partners until the expiration of a definite term or the
completion of a particular undertaking.
(9)
"Partnership interest" or "partner's interest in the partnership"
means all of a partner's interests in the partnership, including the partner's
transferable interest and all management and other rights.
(10)
"Person" means an individual, corporation, business trust, estate,
trust, partnership, limited liability company, association, joint venture,
government, governmental subdivision, agency, or instrumentality, or any other
legal or commercial entity.
(11)
"Property" means all property, real, personal, or mixed, tangible or
intangible, or any interest therein.
(12)
"State" means a state of the United States, the District of Columbia,
the Commonwealth of Puerto Rico, or any territory or insular possession subject
to the jurisdiction of the United States.
(13)
"Statement" means a statement of partnership authority under
section 303 of this act, a statement of denial under section 304 of
this act, a statement of dissociation under section 704 of this act, a
statement of dissolution under section 805 of this act, or an amendment or
cancellation of any statement under these sections.
(14)
"Transfer" includes an assignment, conveyance, lease, mortgage, deed,
and encumbrance.
NEW
SECTION. Sec. 102.
KNOWLEDGE AND NOTICE. (1) A person knows a fact if the person has actual
knowledge of it.
(2)
A person has notice of a fact if the person:
(a)
Knows of it;
(b)
Has received a notification of it; or
(c)
Has reason to know it exists from all of the facts known to the person at the
time in question.
(3)
A person notifies or gives a notification to another by taking steps reasonably
required to inform the other person in ordinary course, whether or not the
other person learns of it.
(4)
A person receives a notification when the notification:
(a)
Comes to the person's attention; or
(b)
Is duly delivered at the person's place of business or at any other place held
out by the person as a place for receiving communications.
(5)
Except as otherwise provided in subsection (6) 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 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. The person exercises
reasonable diligence if the person maintains reasonable routines for
communicating significant information to the individual conducting the
transaction 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.
(6)
A partner's knowledge, notice, or receipt of a notification of a fact relating
to the partnership is effective immediately as knowledge by, notice to, or
receipt of a notification by the partnership, except in the case of a fraud on
the partnership committed by or with the consent of that partner.
NEW
SECTION. Sec. 103.
EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS. (1) Except as otherwise
provided in subsection (2) of this section, relations among the partners and
between the partners and the partnership are governed by the partnership
agreement. To the extent the partnership agreement does not otherwise provide,
this chapter governs relations among the partners and between the partners and
the partnership.
(2)
The partnership agreement may not:
(a)
Vary the rights and duties under section 105 of this act except to
eliminate the duty to provide copies of statements to all of the partners;
(b)
Unreasonably restrict the right of access to books and records under section
403(2) of this act;
(c)
Eliminate the duty of loyalty under section 404(2) or 603(2)(c) of this act,
but, if not manifestly unreasonable:
(i)
The partnership agreement may identify specific types or categories of
activities that do not violate the duty of loyalty; or
(ii)
All of the partners or a number or percentage specified in the partnership
agreement may authorize or ratify, after full disclosure of all material facts,
a specific act or transaction that otherwise would violate the duty of loyalty;
(d)
Unreasonably reduce the duty of care under section 404(3) or 603(2)(c) of this
act;
(e)
Eliminate the obligation of good faith and fair dealing under section 404(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;
(f)
Vary the power to dissociate as a partner under section 602(1) of this act,
except to require the notice under section 601(1) of this act to be in writing;
(g)
Vary the right of a court to expel a partner in the events specified in section
601(5) of this act;
(h)
Vary the requirement to wind up the partnership business in cases specified in
section 801 (4), (5), or (6) of this act;
(i)
Vary the law applicable to a limited liability partnership under section 106(2)
of this act; or
(j)
Restrict rights of third parties under this chapter.
NEW
SECTION. Sec. 104.
SUPPLEMENTAL PRINCIPLES OF LAW. (1) Unless displaced by particular provisions
of this chapter, the principles of law and equity supplement this chapter.
(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. 105.
EXECUTION AND FILING OF STATEMENTS. (1) A statement may be filed in the office
of the secretary of state. A certified copy of a statement that is filed in an
office in another state may be filed in the office of the secretary of state.
Either filing has the effect provided in this chapter with respect to
partnership property located in or transactions that occur in this state.
(2)
A statement filed by a partnership must be executed by at least two partners.
Other statements must be executed by a partner or other person authorized by
this chapter. An individual who executes a statement as, or on behalf of, a partner
or other person shall personally declare under penalty of perjury that the
contents of the statement are accurate.
(3)
A person authorized by this chapter to file a statement may amend or cancel the
statement by filing an amendment or cancellation that names the partnership,
identifies the statement, and states the substance of the amendment or
cancellation.
(4)
A person who files a statement pursuant to this section shall promptly send a
copy of the statement to every nonfiling partner and to any other person named
as a partner in the statement. Failure to send a copy of a statement to a
partner or other person does not limit the effectiveness of the statement as to
a person not a partner.
NEW
SECTION. Sec. 106. GOVERNING
LAW. (1) Except as otherwise provided in subsection (2) of this section, the
law of the jurisdiction in which a partnership has its chief executive office
governs relations among the partners and the partnership.
(b)
The law of this state governs relations among the partners and the partnership
and the liability of partners for an obligation of a limited liability
partnership.
NEW
SECTION. Sec. 107.
PARTNERSHIP SUBJECT TO AMENDMENT OR REPEAL OF CHAPTER. A
partnership governed by this chapter is subject to any amendment to or repeal
of this chapter.
ARTICLE
2
NATURE
OF PARTNERSHIP
NEW
SECTION. Sec. 201.
PARTNERSHIP AS ENTITY. (1) A partnership is an entity distinct from its
partners.
(2)
A limited liability partnership continues to be the same entity that existed
before the filing of a statement of qualification under section 1001 of this
act.
NEW
SECTION. Sec. 202.
FORMATION OF PARTNERSHIP. (1) Except as otherwise provided in subsection (2)
of this section, the association of two or more persons to carry on as
co-owners a business for profit forms a partnership, whether or not the persons
intend to form a partnership.
(2)
An association formed under a statute other than this chapter, a predecessor
statute, or a comparable statute of another jurisdiction is not a partnership
under this chapter.
(3)
In determining whether a partnership is formed, the following rules apply:
(a)
Joint tenancy, tenancy in common, tenancy by the entireties, joint property,
common property, or part ownership does not by itself establish a partnership,
even if the co-owners share profits made by the use of the property;
(b)
The sharing of gross returns does not by itself establish a partnership, even
if the persons sharing them have a joint or common right or interest in
property from which the returns are derived; and
(c)
A person who receives a share of the profits of a business is presumed to be a
partner in the business, unless the profits were received in payment:
(i)
Of a debt by installments or otherwise;
(ii)
For services as an independent contractor or of wages or other compensation to
an employee;
(iii)
Of rent;
(iv)
Of an annuity or other retirement or health benefit to a beneficiary,
representative, or designee of a deceased or retired partner;
(v)
Of interest or other charge on a loan, even if the amount of payment varies
with the profits of the business, including a direct or indirect present or
future ownership of the collateral, or rights to income, proceeds, or increase
in value derived from the collateral; or
(vi)
For the sale of the goodwill of a business or other property by installments or
otherwise.
NEW
SECTION. Sec. 203.
PARTNERSHIP PROPERTY. Property acquired by a partnership is property of the
partnership and not of the partners individually.
NEW
SECTION. Sec. 204. WHEN
PROPERTY IS PARTNERSHIP PROPERTY. (1) Property is partnership property if
acquired in the name of:
(a)
The partnership; or
(b)
One or more partners with an indication in the instrument transferring title to
the property of the person's capacity as a partner or of the existence of a
partnership, whether or not there is an indication of the name of the
partnership.
(2)
Property is acquired in the name of the partnership by a transfer to:
(a)
The partnership in its name; or
(b)
One or more partners in their capacity as partners in the partnership, if the
name of the partnership is indicated in the instrument transferring title to
the property.
(3)
Property is presumed to be partnership property if purchased with partnership
assets, even if not acquired in the name of the partnership or of one or more
partners with an indication in the instrument transferring title to the
property of the person's capacity as a partner or of the existence of a
partnership.
(4)
Property acquired in the name of one or more of the partners, without an
indication in the instrument transferring title to the property of the person's
capacity as a partner or of the existence of a partnership and without use of
partnership assets, is presumed to be separate property, even if used for
partnership purposes.
ARTICLE
3
RELATIONS
OF PARTNERS TO PERSONS
DEALING
WITH PARTNERSHIP
NEW
SECTION. Sec. 301.
PARTNER AGENT OF PARTNERSHIP. Subject to the effect of a statement of
partnership authority under section 303 of this act:
(1)
Each partner is an agent of the partnership for the purpose of its business.
An act of a partner, including the execution of an instrument in the
partnership name, for apparently carrying on in the ordinary course the
partnership business or business of the kind carried on by the partnership binds
the partnership, unless the partner had no authority to act for the partnership
in the particular matter and the person with whom the partner was dealing knew
or had received a notification that the partner lacked authority.
(2)
An act of a partner which is not apparently for carrying on in the ordinary
course the partnership business or business of the kind carried on by the
partnership binds the partnership only if the act was authorized by the other
partners.
NEW
SECTION. Sec. 302.
TRANSFER OF PARTNERSHIP PROPERTY. (1) Partnership property may be transferred
as follows:
(a)
Subject to the effect of a statement of partnership authority under
section 303 of this act, partnership property held in the name of the
partnership may be transferred by an instrument of transfer executed by a
partner in the partnership name;
(b)
Partnership property held in the name of one or more partners with an
indication in the instrument transferring the property to them of their
capacity as partners or of the existence of a partnership, but without an
indication of the name of the partnership, may be transferred by an instrument
of transfer executed by the persons in whose name the property is held; or
(c)
Partnership property held in the name of one or more persons other than the
partnership, without an indication in the instrument transferring the property
to them of their capacity as partners or of the existence of a partnership, may
be transferred by an instrument of transfer executed by the persons in whose
name the property is held.
(2)
A partnership may recover partnership property from a transferee only if it
proves that execution of the instrument of initial transfer did not bind the
partnership under section 301 of this act, and:
(a)
As to a subsequent transferee who gave value for property transferred under
subsection (1)(a) and (b) of this section, proves that the subsequent
transferee knew or had received a notification that the person who executed the
instrument of initial transfer lacked authority to bind the partnership; or
(b)
As to a transferee who gave value for property transferred under subsection
(1)(c) of this section, proves that the transferee knew or had received a
notification that the property was partnership property and that the person who
executed the instrument of initial transfer lacked authority to bind the
partnership.
(3)
A partnership may not recover partnership property from a subsequent transferee
if the partnership would not have been entitled to recover the property, under
subsection (2) of this section, from any earlier transferee of the property.
(4)
If a person holds all of the partners' interests in the partnership, all of the
partnership property vests in that person. The person may execute a document
in the name of the partnership to evidence vesting of the property in that
person and may file or record the document.
NEW
SECTION. Sec. 303.
STATEMENT OF PARTNERSHIP AUTHORITY. (1) A partnership may file a statement of
partnership authority, which:
(a)
Must include:
(i)
The name of the partnership; and
(ii)
The street address of its chief executive office and of one office in this
state, if there is one; and
(b)
May state the names of all of the partners, the names of the partners
authorized to execute an instrument transferring real property held in the name
of the partnership, the authority, or limitations on the authority, of some or
all of the partners to enter into other transactions on behalf of the
partnership and any other matter.
(2)
A grant of authority contained in a filed statement of partnership authority is
conclusive in favor of a person not a partner who gives value without knowledge
to the contrary, so long as and to the extent that a limitation on that
authority is not then contained in a subsequently filed statement. A filed
cancellation of a limitation on authority revives the previous grant of
authority.
(3)
A person not a partner is deemed to know of a limitation on the authority of a
partner to transfer real property held in the name of the partnership if the
limitation is contained in a filed statement of partnership authority.
(4)
Except as otherwise provided in subsection (3) of this section and sections 704
and 805 of this act, a person not a partner is not deemed to know of a
limitation on the authority of a partner merely because the limitation is
contained in a filed statement.
(5)
Unless earlier canceled, a filed statement of partnership authority is canceled
by operation of law five years after the date on which the statement, or the
most recent amendment, was filed with the secretary of state.
NEW
SECTION. Sec. 304.
STATEMENT OF DENIAL. A partner, or other person named as a partner in a filed
statement of partnership authority, may file a statement of denial stating the
name of the partnership and the fact that is being denied, which may include
denial of a person's authority or status as a partner. A statement of denial is
a limitation on authority as provided in section 303 (2) and (3) of this act.
NEW
SECTION. Sec. 305.
PARTNERSHIP LIABLE FOR PARTNER'S ACTIONABLE CONDUCT. (1) A partnership is
liable for loss or injury caused to a person, or for a penalty incurred, as a
result of a wrongful act or omission, or other actionable conduct, of a partner
acting in the ordinary course of business of the partnership or with authority
of the partnership.
(2)
If, in the course of the partnership's business or while acting with authority
of the partnership, a partner receives or causes the partnership to receive
money or property of a person not a partner, and the money or property is
misapplied by a partner, the partnership is liable for the loss.
NEW
SECTION. Sec. 306.
PARTNER'S LIABILITY. (1) Except as otherwise provided in subsections (2), (3),
and (4) of this section, all partners are liable jointly and severally for all
obligations of the partnership unless otherwise agreed by the claimant or
provided by law.
(2)
A person admitted as a partner into an existing partnership is not personally
liable for any partnership obligation incurred before the person's admission as
a partner.
(3)
Except as otherwise provided in subsection (4) of this section, an obligation
of a partnership incurred while the partnership is a limited liability
partnership, whether arising in contract, tort, or otherwise, is solely the
obligation of the partnership. A partner is not personally liable, directly or
indirectly, by way of contribution or otherwise, for such an obligation solely
by reason of being or so acting as a partner. This subsection applies
notwithstanding anything inconsistent in the partnership agreement that
existed, in the case of a limited liability partnership in existence on the
effective date of this act, and, in the case of a partnership becoming a
limited liability partnership after the effective date of this act, immediately
before the vote required to become a limited liability partnership under
section 1101(1) of this act.
(4)
If the partners of a limited liability partnership or a foreign limited
liability partnership are required to be licensed to provide professional services
as defined in RCW 18.100.030, and the partnership fails to maintain for itself
and for its members practicing in this state a policy of professional liability
insurance, bond, deposit in trust, bank escrow of cash, bank certificates of
deposit, United States treasury obligations, bank letter of credit, insurance
company bond, or other evidence of financial responsibility of a kind
designated by rule by the state insurance commissioner and in the amount of at
least one million dollars or such greater amount, not to exceed three million
dollars, as the state insurance commissioner may establish by rule for a
licensed profession or for any specialty within a profession, taking into
account the nature and size of the businesses within the profession or specialty,
then the partners shall be personally liable to the extent that, had such
insurance, bond, deposit in trust, bank escrow of cash, bank certificates of
deposit, United States treasury obligations, bank letter of credit, insurance
company bond, or other evidence of responsibility been maintained, it would
have covered the liability in question.
NEW
SECTION. Sec. 307.
ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS. (1) A partnership may sue and
be sued in the name of the partnership.
(2)
An action may be brought against the partnership and, to the extent not
inconsistent with section 306 of this act, any or all of the partners in the
same action or in separate actions.
(3)
A judgment against a partnership is not by itself a judgment against a
partner. A judgment against a partnership may not be satisfied from a
partner's assets unless there is also a judgment against the partner.
(4)
A judgment creditor of a partner may not levy execution against the assets of
the partner to satisfy a judgment based on a claim against the partnership
unless the partner is personally liable for the claim under section 306 of this
act, and:
(a)
A judgment based on the same claim has been obtained against the partnership
and a writ of execution on the judgment has been returned unsatisfied in whole
or in part;
(b)
The partnership is a debtor in bankruptcy;
(c)
The partner has agreed that the creditor need not exhaust partnership assets;
(d)
A court grants permission to the judgment creditor to levy execution against
the assets of a partner based on a finding that partnership assets subject to
execution are clearly insufficient to satisfy the judgment, that exhaustion of
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 partner by law or contract independent of the
existence of the partnership.
(5)
This section applies to any partnership liability or obligation resulting from
a representation by a partner or purported partner under section 308 of
this act.
NEW
SECTION. Sec. 308.
LIABILITY OF PURPORTED PARTNER. (1) If a person, by words or conduct, purports
to be a partner, or consents to being represented by another as a partner, in a
partnership or with one or more persons not partners, the purported partner is
liable to a person to whom the representation is made, if that person, relying
on the representation, enters into a transaction with the actual or purported
partnership. If the representation, either by the purported partner or by a
person with the purported partner's consent, is made in a public manner, the
purported partner is liable to a person who relies upon the purported partnership
even if the purported partner is not aware of being held out as a partner to
the claimant. If partnership liability results, the purported partner is
liable with respect to that liability as if the purported partner were a
partner. If no partnership liability results, the purported partner is liable
with respect to that liability jointly and severally with any other person
consenting to the representation.
(2)
If a person is thus represented to be a partner in an existing partnership, or
with one or more persons not partners, the purported partner is an agent of
persons consenting to the representation to bind them to the same extent and in
the same manner as if the purported partner were a partner, with respect to
persons who enter into transactions in reliance upon the representation. If
all of the partners of the existing partnership consent to the representation,
a partnership act or obligation results. If fewer than all of the partners of
the existing partnership consent to the representation, the person acting and
the partners consenting to the representation are jointly and severally liable.
(3)
A person is not liable as a partner merely because the person is named by
another in a statement of partnership authority.
(4)
A person does not continue to be liable as a partner merely because of a
failure to file a statement of dissociation or to amend a statement of
partnership authority to indicate the partner's dissociation from the
partnership.
(5)
Except as otherwise provided in subsections (1) and (2) of this section,
persons who are not partners as to each other are not liable as partners to
other persons.
ARTICLE
4
RELATIONS OF PARTNERS
TO EACH OTHER AND TO PARTNERSHIP
NEW
SECTION. Sec. 401.
PARTNER'S RIGHTS AND DUTIES. (1) Each partner is deemed to have an account
that is:
(a)
Credited with an amount equal to the money plus the value of any other
property, net of the amount of any liabilities, the partner contributes to the
partnership and the partner's share of the partnership profits; and
(b)
Charged with an amount equal to the money plus the value of any other property,
net of the amount of any liabilities, distributed by the partnership to the
partner and the partner's share of the partnership losses.
(2)
Each partner is entitled to an equal share of the partnership profits and is
chargeable with a share of the partnership losses in proportion to the
partner's share of the profits.
(3)
A partnership shall reimburse a partner for payments made and indemnify a
partner for liabilities incurred by the partner in the ordinary course of the
business of the partnership or for the preservation of its business or
property.
(4)
A partnership shall reimburse a partner for an advance to the partnership
beyond the amount of capital the partner agreed to contribute.
(5)
A payment or advance made by a partner which gives rise to a partnership
obligation under subsection (3) or (4) of this section constitutes a loan to
the partnership which accrues interest from the date of the payment or advance.
(6)
Each partner has equal rights in the management and conduct of the partnership
business.
(7)
A partner may use or possess partnership property only on behalf of the
partnership.
(8)
A partner is not entitled to remuneration for services performed for the
partnership, except for reasonable compensation for services rendered in
winding up the business of the partnership.
(9)
A person may become a partner only with the consent of all of the partners.
(10)
A difference arising as to a matter in the ordinary course of business of a
partnership may be decided by a majority of the partners. An act outside the
ordinary course of business of a partnership and an amendment to the
partnership agreement may be undertaken only with the consent of all of the
partners.
(11)
This section does not affect the obligations of a partnership to other persons
under section 301 of this act.
NEW
SECTION. Sec. 402.
DISTRIBUTIONS IN KIND. A partner has no right to receive, and may not be
required to accept, a distribution in kind.
NEW
SECTION. Sec. 403.
PARTNER'S RIGHTS AND DUTIES WITH RESPECT TO INFORMATION. (1) A partnership
shall keep its books and records, if any, at its chief executive office.
(2)
A partnership shall provide partners and their agents and attorneys access to
its books and records. It shall provide former partners and their agents and
attorneys access to books and records pertaining to the period during which
they were partners. The right of access provides the opportunity to inspect
and copy books and records during ordinary business hours. A partnership may
impose a reasonable charge, covering the costs of labor and material, for
copies of documents furnished.
(3)
Each partner and the partnership shall furnish to a partner, and to the legal
representative of a deceased partner or partner under legal disability:
(a)
Without demand, any information concerning the partnership's business and
affairs reasonably required for the proper exercise of the partner's rights and
duties under the partnership agreement or this chapter; and
(b)
On demand, any other information concerning the partnership's business and
affairs, except to the extent the demand or the information demanded is
unreasonable or otherwise improper under the circumstances.
NEW
SECTION. Sec. 404.
GENERAL STANDARDS OF PARTNER'S CONDUCT. (1) The only fiduciary duties a partner
owes to the partnership and the other partners are the duty of loyalty and the
duty of care set forth in subsections (2) and (3) of this section.
(2)
A partner's duty of loyalty to the partnership and the other partners is
limited to the following:
(a)
To account to the partnership and hold as trustee for it any property, profit,
or benefit derived by the partner in the conduct and winding up of the
partnership business or derived from a use by the partner of partnership
property, including the appropriation of a partnership opportunity;
(b)
To refrain from dealing with the partnership in the conduct or winding up of
the partnership business as or on behalf of a party having an interest adverse
to the partnership; and
(c)
To refrain from competing with the partnership in the conduct of the
partnership business before the dissolution of the partnership.
(3)
A partner's duty of care to the partnership and the other partners in the
conduct and winding up of the partnership business is limited to refraining
from engaging in grossly negligent or reckless conduct, intentional misconduct,
or a knowing violation of law.
(4)
A 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 partner does not violate a duty or obligation under this chapter or under the
partnership agreement merely because the partner's conduct furthers the
partner's own interest.
(6)
A partner may lend money to and transact other business with the partnership,
and as to each loan or transaction the rights and obligations of the partner
are the same as those of a person who is not a partner, subject to other
applicable law.
(7)
This section applies to a person winding up the partnership business as the
personal or legal representative of the last surviving partner as if the person
were a partner.
NEW
SECTION. Sec. 405.
ACTIONS BY PARTNERSHIP AND PARTNERS. (1) A partnership may maintain an action
against a partner for a breach of the partnership agreement, or for the
violation of a duty to the partnership, causing harm to the partnership.
(2)
A partner may maintain an action against the partnership or another partner for
legal or equitable relief, with or without an accounting as to partnership
business, to:
(a)
Enforce the partner's rights under the partnership agreement;
(b)
Enforce the partner's rights under this chapter, including:
(i)
The partner's rights under section 401, 403, or 404 of this act;
(ii)
The partner's right on dissociation to have the partner's interest in the
partnership purchased pursuant to section 701 of this act or enforce any
other right under article 6 or 7 of this chapter; or
(iii)
The partner's right to compel a dissolution and winding up of the partnership
business under section 801 of this act or enforce any other right under
article 8 of this chapter; or
(c)
Enforce the rights and otherwise protect the interests of the partner,
including rights and interests arising independently of the partnership
relationship.
(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. 406.
CONTINUATION OF PARTNERSHIP BEYOND DEFINITE TERM OR PARTICULAR UNDERTAKING.
(1) If a partnership for a definite term or particular undertaking is
continued, without an express agreement, after the expiration of the term or
completion of the undertaking, the rights and duties of the partners remain the
same as they were at the expiration or completion, so far as is consistent with
a partnership at will.
(2)
If the partners, or those of them who habitually acted in the business during
the term or undertaking, continue the business without any settlement or
liquidation of the partnership, they are presumed to have agreed that the
partnership will continue.
ARTICLE
5
TRANSFEREES
AND CREDITORS OF PARTNER
NEW
SECTION. Sec. 501.
PARTNER NOT CO-OWNER OF PARTNERSHIP PROPERTY. A partner is not a co-owner of
partnership property and has no interest in partnership property which can be
transferred, either voluntarily or involuntarily.
NEW
SECTION. Sec. 502.
PARTNER'S TRANSFERABLE INTEREST IN PARTNERSHIP. The only transferable interest
of a partner in the partnership is the partner's share of the profits and
losses of the partnership and the partner's right to receive distributions.
The interest is personal property.
NEW
SECTION. Sec. 503. TRANSFER
OF PARTNER'S TRANSFERABLE INTEREST. (1) A transfer, in whole or in part, of a
partner's transferable interest in the partnership:
(a)
Is permissible;
(b)
Does not by itself cause the partner's dissociation or a dissolution and
winding up of the partnership business; and
(c)
Does not, as against the other partners or the partnership, entitle the
transferee, during the continuance of the partnership, to participate in the
management or conduct of the partnership business, to require access to
information concerning partnership transactions, or to inspect or copy the
partnership books or records.
(2)
A transferee of a partner's transferable interest in the partnership has a
right:
(a)
To receive, in accordance with the transfer, allocations of profits and losses
of the partnership and distributions to which the transferor would otherwise be
entitled;
(b)
To receive upon the dissolution and winding up of the partnership business, in
accordance with the transfer, the net amount otherwise distributable to the
transferor; and
(c)
To seek under section 801(6) of this act a judicial determination that it
is equitable to wind up the partnership business.
(3)
In a dissolution and winding up, a transferee is entitled to an account of
partnership transactions only from the date of the latest account agreed to by
all of the partners.
(4)
Upon transfer, the transferor retains the rights and duties of a partner other
than the interest in profits and losses of the partnership and distributions
transferred.
(5)
A partnership need not give effect to a transferee's rights under this section
until it has notice of the transfer.
(6)
A transfer of a partner's transferable interest in the 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.
NEW
SECTION. Sec. 504.
PARTNER'S TRANSFERABLE INTEREST SUBJECT TO CHARGING ORDER. (1) On application
by a judgment creditor of a partner or of a partner's transferee, a court
having jurisdiction may charge the transferable interest of the judgment debtor
to satisfy the judgment. The court may appoint a receiver of the share of the
distributions due or to become due to the judgment debtor in respect of the
partnership and make all other orders, directions, accounts, and inquiries the
judgment debtor might have made or which the circumstances of the case may require.
(2)
A charging order constitutes a lien on the judgment debtor's transferable
interest in the partnership. The court may order a foreclosure of 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 partnership property, by one or more of the other
partners; or
(c)
With partnership property, by one or more of the other partners with the
consent of all of the partners whose interests are not so charged.
(4)
This chapter does not deprive a partner of a right under exemption laws with
respect to the interest in the partnership.
(5)
This section provides the exclusive remedy by which a judgment creditor of a
partner or partner's transferee may satisfy a judgment out of the judgment
debtor's transferable interest in the partnership.
ARTICLE
6
PARTNER'S
DISSOCIATION
NEW
SECTION. Sec. 601.
EVENTS CAUSING PARTNER'S DISSOCIATION. A partner is dissociated from a
partnership upon the occurrence of any of the following events:
(1)
The partnership's having notice of the partner's express will to withdraw as a
partner or on a later date specified by the partner;
(2)
An event agreed to in the partnership agreement as causing the partner's
dissociation;
(3)
The partner's expulsion pursuant to the partnership agreement;
(4)
The partner's expulsion by the unanimous vote of the other partners if:
(a)
It is unlawful to carry on the partnership business with that partner;
(b)
There has been a transfer of all or substantially all of that partner's
transferable interest in the partnership, other than a transfer for security
purposes or a court order charging the partner's interest which, in either
case, has not been foreclosed;
(c)
Within ninety days after the partnership notifies a corporate partner that it
will be expelled because it has filed articles of dissolution, it has been
administratively or judicially dissolved, or its right to conduct business has
been suspended by the jurisdiction of its incorporation, and there is no
revocation of the articles of dissolution, no reinstatement following its
administrative dissolution, or reinstatement of its right to conduct business
by the jurisdiction of its incorporation, as applicable; or
(d)
A partnership or limited liability company that is a partner has been dissolved
and its business is being wound up;
(5)
On application by the partnership or another partner, the partner's expulsion
by judicial determination because:
(a)
The partner engaged in wrongful conduct that adversely and materially affected
the partnership business;
(b)
The partner 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 404 of this act; or
(c)
The partner engaged in conduct relating to the partnership business which makes
it not reasonably practicable to carry on the business in partnership with the
partner;
(6)
The partner's:
(a)
Becoming a debtor in bankruptcy;
(b)
Executing an assignment for the benefit of creditors;
(c)
Seeking, consenting to, or acquiescing in the appointment of a trustee,
receiver, or liquidator of that partner or of all or substantially all of that
partner's property; or
(d)
Failing, within ninety days after the appointment, to have vacated or stayed
the appointment of a trustee, receiver, or liquidator of the partner or of all
or substantially all of the partner's property obtained without the partner'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 partner who is an individual:
(a)
The partner's death;
(b)
The appointment of a guardian or general conservator for the partner; or
(c)
A judicial determination that the partner has otherwise become incapable of
performing the partner's duties under the partnership agreement;
(8)
In the case of a partner that is a trust or is acting as a partner by virtue of
being a trustee of a trust, distribution of the trust's entire transferable
interest in the partnership, but not merely by reason of the substitution of a
successor trustee;
(9)
In the case of a partner that is an estate or is acting as a partner by virtue
of being a personal representative of an estate, distribution of the estate's
entire transferable interest in the partnership, but not merely by reason of
the substitution of a successor personal representative; or
(10)
Termination of a partner who is not an individual, partnership, corporation,
trust, or estate.
NEW
SECTION. Sec. 602.
PARTNER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION. (1) A partner has the
power to dissociate at any time, rightfully or wrongfully, by express will
pursuant to section 601(1) of this act.
(2)
A partner's dissociation is wrongful only if:
(a)
It is in breach of an express provision of the partnership agreement; or
(b)
In the case of a partnership for a definite term or particular undertaking,
before the expiration of the term or the completion of the undertaking:
(i)
The partner withdraws by express will, unless the withdrawal follows within
ninety days after another partner's dissociation by death or otherwise under
section 601 (6) through (10) of this act or wrongful dissociation under
this subsection;
(ii)
The partner is expelled by judicial determination under section 601(5) of
this act;
(iii)
The partner is dissociated as the result of an event described in
section 601(6) of this act; or
(iv)
In the case of a partner who is not an individual, trust other than a business
trust, or estate, the partner is expelled or otherwise dissociated because it
willfully dissolved or terminated.
(3)
A partner who wrongfully dissociates is liable to the partnership and to the
other partners for damages caused by the dissociation. The liability is in
addition to any other obligation of the partner to the partnership or to the
other partners.
NEW
SECTION. Sec. 603.
EFFECT OF PARTNER'S DISSOCIATION. (1) If a partner's dissociation results in a
dissolution and winding up of the partnership business, article 8 of this
chapter applies; otherwise, article 7 of this chapter applies.
(2)
Upon a partner's dissociation:
(a)
The partner's right to participate in the management and conduct of the
partnership business terminates, except as otherwise provided in
section 803 of this act;
(b)
The partner's duty of loyalty under section 404(2)(c) of this act
terminates; and
(c)
The partner's duty of loyalty under section 404(2) (a) and (b) of this act
and duty of care under section 404(3) of this act continue only with
regard to matters arising and events occurring before the partner's
dissociation, unless the partner participates in winding up the partnership's
business pursuant to section 803 of this act.
ARTICLE
7
PARTNER'S
DISSOCIATION WHEN
BUSINESS
NOT WOUND UP
NEW
SECTION. Sec. 701.
PURCHASE OF DISSOCIATED PARTNER'S INTEREST. (1) If a partner is dissociated
from a partnership without resulting in a dissolution and winding up of the
partnership business under section 801 of this act, the partnership shall
cause the dissociated partner's interest in the partnership to be purchased for
a buyout price determined pursuant to subsection (2) of this section.
(2)
The buyout price of a dissociated partner's interest is the amount that would
have been distributable to the dissociating partner under section 807(2)
of this act if, on the date of dissociation, the assets of the partnership were
sold at a price equal to the greater of the liquidation value or the value
based on a sale of the entire business as a going concern without the
dissociated partner and the partnership were wound up as of that date.
Interest must be paid from the date of dissociation to the date of payment.
(3)
Damages for wrongful dissociation under section 602(2) of this act, and
all other amounts owing, whether or not presently due, from the dissociated
partner to the partnership, must be offset against the buyout price. Interest
must be paid from the date the amount owed becomes due to the date of payment.
(4)
A partnership shall indemnify a dissociated partner whose interest is being
purchased against all partnership liabilities, whether incurred before or after
the dissociation, except liabilities incurred by an act of the dissociated
partner under section 702 of this act.
(5)
If no agreement for the purchase of a dissociated partner's interest is reached
within one hundred twenty days after a written demand for payment, the
partnership shall pay, or cause to be paid, in cash to the dissociated partner
the amount the partnership estimates to be the buyout price and accrued
interest, reduced by any offsets and accrued interest under subsection (3) of
this section.
(6)
If a deferred payment is authorized under subsection (8) of this section, the
partnership may tender a written offer to pay the amount it estimates to be the
buyout price and accrued interest, reduced by any offsets under subsection (3)
of this section, stating the time of payment, the amount and type of security
for payment, and the other terms and conditions of the obligation.
(7)
The payment or tender required by subsection (5) or (6) of this section must be
accompanied by the following:
(a)
A statement of partnership assets and liabilities as of the date of
dissociation;
(b)
The latest available partnership balance sheet and income statement, if any;
(c)
An explanation of how the estimated amount of the payment was calculated; and
(d)
Written notice that the payment is in full satisfaction of the obligation to
purchase unless, within one hundred twenty days after the written notice, the
dissociated partner commences an action to determine the buyout price, any
offsets under subsection (3) of this section, or other terms of the obligation
to purchase.
(8)
A partner who wrongfully dissociates before the expiration of a definite term
or the completion of a particular undertaking is not entitled to payment of any
portion of the buyout price until the expiration of the term or completion of
the undertaking, unless the partner establishes to the satisfaction of the court
that earlier payment will not cause undue hardship to the business of the
partnership. A deferred payment must be adequately secured and bear interest.
(9)
A dissociated partner may maintain an action against the partnership, pursuant
to section 405(2)(b)(ii) of this act, to determine the buyout price of
that partner's interest, any offsets under subsection (3) of this section, or
other terms of the obligation to purchase. The action must be commenced within
one hundred twenty days after the partnership has tendered payment or an offer
to pay or within one year after written demand for payment if no payment or
offer to pay is tendered. The court shall determine the buyout price of the
dissociated partner's interest, any offset due under subsection (3) of this
section, and accrued interest, and enter judgment for any additional payment or
refund. If deferred payment is authorized under subsection (8) of this
section, the court shall also determine the security for payment and other
terms of the obligation to purchase. The court may assess reasonable
attorneys' fees and the fees and expenses of appraisers or other experts for a
party to the action, in amounts the court finds equitable, against a party that
the court finds acted arbitrarily, vexatiously, or not in good faith. The
finding may be based on the partnership's failure to tender payment or an offer
to pay or to comply with subsection (7) of this section.
NEW
SECTION. Sec. 702.
DISSOCIATED PARTNER'S POWER TO BIND AND LIABILITY TO PARTNERSHIP. (1) For two
years after a partner dissociates without resulting in a dissolution and
winding up of the partnership business, the partnership, including a surviving
partnership under article 9 of this chapter, is bound by an act of the
dissociated partner which would have bound the partnership under
section 301 of this act before dissociation only if at the time of
entering into the transaction the other party:
(a)
Reasonably believed that the dissociated partner was then a partner;
(b)
Did not have notice of the partner's dissociation; and
(c)
Is not deemed to have had knowledge under section 303(3) of this act or
notice under section 704(3) of this act.
(2)
A dissociated partner is liable to the partnership for any damage caused to the
partnership arising from an obligation incurred by the dissociated partner
after dissociation for which the partnership is liable under subsection (1) of
this section.
NEW
SECTION. Sec. 703.
DISSOCIATED PARTNER'S LIABILITY TO OTHER PERSONS. (1) A partner's dissociation
does not of itself discharge the partner's liability for a partnership
obligation incurred before dissociation. A dissociated partner is not liable
for a partnership obligation incurred after dissociation, except as otherwise
provided in subsection (2) of this section.
(2)
A partner who dissociates without resulting in a dissolution and winding up of
the partnership business is liable as a partner to the other party in a
transaction entered into by the partnership, or a surviving partnership under
article 9 of this chapter, within two years after the partner's dissociation,
only if the partner is liable for the obligation under section 306 of this act
and at the time of entering into the transaction the other party:
(a)
Reasonably believed that the dissociated partner was then a partner;
(b)
Did not have notice of the partner's dissociation; and
(c)
Is not deemed to have had knowledge under section 303(3) of this act or
notice under section 704(3) of this act.
(3)
By agreement with the partnership creditor and the partners continuing the
business, a dissociated partner may be released from liability for a
partnership obligation.
(4)
A dissociated partner is released from liability for a partnership obligation
if a partnership creditor, with notice of the partner's dissociation but
without the partner's consent, agrees to a material alteration in the nature or
time of payment of a partnership obligation.
NEW
SECTION. Sec. 704.
STATEMENT OF DISSOCIATION. (1) A dissociated partner or the partnership may
file a statement of dissociation stating the name of the partnership and that
the partner is dissociated from the partnership.
(2)
A statement of dissociation is a limitation on the authority of a dissociated
partner for the purposes of section 303 (2) and (3) of this act.
(3)
For the purposes of sections 702(1)(c) and 703(2)(c) of this act, a person not
a partner is deemed to have notice of the dissociation ninety days after the
statement of dissociation is filed.
NEW
SECTION. Sec. 705.
CONTINUED USE OF PARTNERSHIP NAME. Continued use of a partnership name, or a
dissociated partner's name as part thereof, by partners continuing the business
does not of itself make the dissociated partner liable for an obligation of the
partners or the partnership continuing the business.
ARTICLE
8
WINDING UP
PARTNERSHIP BUSINESS
NEW
SECTION. Sec. 801.
EVENTS CAUSING DISSOLUTION AND WINDING UP OF PARTNERSHIP BUSINESS. A
partnership is dissolved, and its business must be wound up, only upon the
occurrence of any of the following events:
(1)
In a partnership at will, the partnership's having notice from a partner, other
than a partner who is dissociated under section 601 (2) through (10) of
this act, of that partner's express will to withdraw as a partner, or on a
later date specified by the partner;
(2)
In a partnership for a definite term or particular undertaking:
(a)
Within ninety days after a partner's dissociation by death or otherwise under
section 601 (6) through (10) of this act or wrongful dissociation under
section 602(2) of this act if a majority of the remaining partners decide
to wind up the partnership business, and for purposes of this subsection a
partner's rightful dissociation pursuant to section 602(2)(b)(i) of this act
constitutes the expression of that partner's will to wind up the partnership
business;
(b)
The express will of all of the partners to wind up the partnership business; or
(c)
The expiration of the term or the completion of the undertaking;
(3)
An event agreed to in the partnership agreement resulting in the winding up of
the partnership business;
(4)
An event that makes it unlawful for all or substantially all of the business of
the partnership to be continued, but a cure of illegality within ninety days
after notice to the partnership of the event is effective retroactively to the
date of the event for purposes of this section;
(5)
On application by a partner, a judicial determination that:
(a)
The economic purpose of the partnership is likely to be unreasonably
frustrated;
(b)
Another partner has engaged in conduct relating to the partnership business
which makes it not reasonably practicable to carry on the business in
partnership with that partner; or
(c)
It is not otherwise reasonably practicable to carry on the partnership business
in conformity with the partnership agreement; or
(6)
On application by a transferee of a partner's transferable interest, a judicial
determination that it is equitable to wind up the partnership business:
(a)
After the expiration of the term or completion of the undertaking, if the
partnership was for a definite term or particular undertaking at the time of
the transfer or entry of the charging order that gave rise to the transfer; or
(b)
At any time, if the partnership was a partnership at will at the time of the
transfer or entry of the charging order that gave rise to the transfer.
NEW
SECTION. Sec. 802.
PARTNERSHIP CONTINUES AFTER DISSOLUTION. (1) Subject to subsection (2) of this
section, a partnership continues after dissolution only for the purpose of
winding up its business. The partnership is terminated when the winding up of
its business is completed.
(2)
At any time after the dissolution of a partnership and before the winding up of
its business is completed, all of the partners, including any dissociating
partner other than a wrongfully dissociating partner, may waive the right to
have the partnership's business wound up and the partnership terminated. In
that event:
(a)
The partnership resumes carrying on its business as if dissolution had never
occurred, and any liability incurred by the partnership or a partner after the
dissolution and before the waiver is determined as if dissolution had never
occurred; and
(b)
The rights of a third party accruing under section 804(1) of this act or
arising out of conduct in reliance on the dissolution before the third party
knew or received a notification of the waiver may not be adversely affected.
NEW
SECTION. Sec. 803. RIGHT
TO WIND UP PARTNERSHIP BUSINESS. (1) After dissolution, a partner who has not
wrongfully dissociated may participate in winding up the partnership's
business, but on application of any partner, partner's legal representative, or
transferee, the superior court, for good cause shown, may order judicial
supervision of the winding up.
(2)
The legal representative of the last surviving partner may wind up a
partnership's business.
(3)
A person winding up a partnership's business may preserve the partnership
business or property as a going concern for a reasonable time, prosecute and
defend actions and proceedings, whether civil, criminal, or administrative,
settle and close the partnership's business, dispose of and transfer the
partnership's property, discharge the partnership's liabilities, distribute the
assets of the partnership pursuant to section 807 of this act, settle
disputes by mediation or arbitration, and perform other necessary acts.
NEW
SECTION. Sec. 804.
PARTNER'S POWER TO BIND PARTNERSHIP AFTER DISSOLUTION. Subject to
section 805 of this act, a partnership is bound by a partner's act after
dissolution that:
(1)
Is appropriate for winding up the partnership business; or
(2)
Would have bound the partnership under section 301 of this act before
dissolution, if the other party to the transaction did not have notice of the
dissolution.
NEW
SECTION. Sec. 805.
STATEMENT OF DISSOLUTION. (1) After dissolution, a partner who has not
wrongfully dissociated may file a statement of dissolution stating the name of
the partnership and that the partnership has dissolved and is winding up its
business.
(2)
A statement of dissolution cancels all previously filed statements of
partnership authority.
(3)
For the purposes of sections 301 and 804 of this act, a person not a partner is
deemed to have notice of the dissolution and the limitation on the partners'
authority as a result of the statement of dissolution ninety days after it is
filed.
(4)
After filing a statement of dissolution, a dissolved partnership may file a
statement of partnership authority which will operate with respect to a person
not a partner as provided in section 303 (2) and (3) of this act in any
transaction, whether or not the transaction is appropriate for winding up the
partnership business.
NEW
SECTION. Sec. 806.
PARTNER'S LIABILITY TO OTHER PARTNERS AFTER DISSOLUTION. (1) Except as
otherwise provided in subsection (2) of this section, after dissolution a
partner is liable to the other partners for the partner's share of any
partnership liability incurred under section 804 of this act.
(2)
A partner who, with knowledge of the dissolution, incurs a partnership
liability under section 804(2) of this act by an act that is not
appropriate for winding up the partnership business is liable to the
partnership for any damage caused to the partnership arising from the
liability.
NEW
SECTION. Sec. 807.
SETTLEMENT OF ACCOUNTS AND CONTRIBUTIONS AMONG PARTNERS. (1) In winding up a
partnership's business, the assets of the partnership, including the
contributions of the partners required by this section, must be applied to
discharge its obligations to creditors, including, to the extent permitted by
law, partners who are creditors. Any surplus must be applied to pay in cash
the net amount distributable to partners in accordance with their right to
distributions under subsection (2) of this section.
(2)
Each partner is entitled to a settlement of all partnership accounts upon
winding up the partnership business. In settling accounts among the partners,
profits and losses that result from the liquidation of the partnership assets
must be credited and charged to the partners' accounts. The partnership shall
make a distribution to a partner in an amount equal to any excess of the
credits over the charges in the partner's account. A partner shall contribute
to the partnership an amount equal to any excess of the charges over the
credits in the partner's account, except, in the case of a limited liability
partnership the partner shall make such contribution only to the extent of his
or her share of any unpaid partnership obligations for which the partner has
personal liability under section 306 of this act.
(3)
If a partner fails to contribute the full amount required under subsection (2)
of this section, all of the other partners shall contribute, in the proportions
in which those partners share partnership losses, the additional amount
necessary to satisfy the partnership obligations for which they are personally
liable under section 306 of this act. A partner or partner's legal
representative may recover from the other partners any contributions the
partner makes to the extent the amount contributed exceeds that partner's share
of the partnership obligations for which the partner is personally liable under
section 306 of this act.
(4)
After the settlement of accounts, each partner shall contribute, in the
proportion in which the partner shares partnership losses, the amount necessary
to satisfy partnership obligations that were not known at the time of the
settlement and for which the partner is personally liable under section 306 of
this act.
(5)
The estate of a deceased partner is liable for the partner's obligation to
contribute to the partnership.
(6)
An assignee for the benefit of creditors of a partnership or a partner, or a
person appointed by a court to represent creditors of a partnership or a
partner, may enforce a partner's obligation to contribute to the partnership.
ARTICLE
9
CONVERSIONS
AND MERGERS
NEW
SECTION. Sec. 901.
DEFINITIONS. The definitions in this article apply throughout this article
unless the context clearly requires otherwise:
(1)
"General partner" means a partner in a partnership and a general
partner in a limited partnership.
(2)
"Limited partner" means a limited partner in a limited partnership.
(3)
"Limited partnership" means a limited partnership created under the
Washington uniform limited partnership act, predecessor law, or comparable law
of another jurisdiction.
(4)
"Partner" includes both a general partner and a limited partner.
NEW
SECTION. Sec. 902.
CONVERSION OF PARTNERSHIP TO LIMITED PARTNERSHIP. (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;
(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.
NEW
SECTION. Sec. 903.
CONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIP. (1) A limited partnership
may be converted to a partnership pursuant to this section.
(2)
Notwithstanding a provision to the contrary in a limited partnership agreement,
the terms and conditions of a conversion of a limited partnership to a
partnership must be approved by all of the partners.
(3)
After the conversion is approved by the partners, the limited partnership shall
cancel its certificate of limited partnership.
(4)
The conversion takes effect when the certificate of limited partnership is
canceled.
(5)
A limited partner who becomes a general partner as a result of the conversion
remains liable only as a limited partner for an obligation incurred by the
limited partnership before the conversion takes effect. Except as otherwise
provided in section 306 of this act, the partner is liable as a general partner
for an obligation of the partnership incurred after the conversion takes
effect.
NEW
SECTION. Sec. 904.
EFFECT OF CONVERSION; ENTITY UNCHANGED. (1) A partnership or limited
partnership that has been converted pursuant to this article is for all
purposes the same entity that existed before the conversion.
(2)
When a conversion takes effect:
(a)
All property owned by the converting partnership or limited partnership remains
vested in the converted entity;
(b)
All obligations of the converting partnership or limited partnership continue
as obligations of the converted entity; and
(c)
An action or proceeding pending against the converting partnership or limited
partnership may be continued as if the conversion had not occurred.
NEW
SECTION. Sec. 905.
MERGER OF PARTNERSHIPS. (1) One or more domestic partnerships may merge with
one or more domestic partnerships, domestic limited partnerships, domestic
limited liability companies, or domestic corporations pursuant to a plan of
merger approved or adopted as provided in section 906 of this act.
(2)
The plan of merger must set forth:
(a)
The name of each partnership, limited liability company, limited partnership,
and corporation planning to merge and the name of the surviving partnership,
limited liability company, limited partnership, or corporation into which the
other partnership, limited liability company, limited partnership, or
corporation plans to merge;
(b)
The terms and conditions of the merger; and
(c)
The manner and basis of converting the interests of each member of each limited
liability company, the partnership interests in each partnership and each limited
partnership, and the shares of each corporation party to the merger into the
interests, shares, obligations, or other securities of the surviving or any
other partnership, limited liability company, limited partnership, or
corporation or into cash or other property in whole or part.
(3)
The plan of merger may set forth:
(a)
Amendments to the certificate of formation of the surviving limited liability
company;
(b)
Amendments to the certificate of limited partnership of the surviving limited
partnership;
(c)
Amendments to the articles of incorporation of the surviving corporation; and
(d)
Other provisions relating to the merger.
(4)
If the plan of merger does not specify a delayed effective date, it shall
become effective upon the filing of articles of merger. If the plan of merger
specifies a delayed effective time and date, the plan of merger becomes
effective at the time and date specified. If the plan of merger specifies a
delayed effective date but no time is specified, the plan of merger is
effective at the close of business on that date. A delayed effective date for
a plan of merger may not be later than the ninetieth day after the date it is
filed.
NEW
SECTION. Sec. 906.
MERGER‑-PLAN‑-APPROVAL. (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.
(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.
NEW
SECTION. Sec. 907.
ARTICLES OF MERGER‑-FILING. (1) Except as otherwise provided in subsection
(2) of this section, 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:
(a)
The plan of merger;
(b)
If the approval of any partners, members, 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
(c)
If the approval of any partners, members, 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
25.15.400, section 906 of this act, or chapter 23B.11 RCW.
(2)
If the merger involves only two or more partnerships and one or more of such
partnerships has filed a statement of partnership authority with the secretary
of state, the surviving partnership shall file articles of merger as provided
in subsection (1) of this section.
NEW
SECTION. Sec. 908.
EFFECT OF MERGER. (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, 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 or pay its liabilities and distribute its assets under RCW
25.10.470.
(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.
NEW
SECTION. Sec. 909.
MERGER‑-FOREIGN AND DOMESTIC. (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 section 907 of this act;
(c)
Each domestic limited liability company complies with RCW 25.15.400;
(d)
Each domestic limited partnership complies with RCW 25.10.810; 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.
NEW
SECTION. Sec. 910.
NONEXCLUSIVE. This article is not exclusive. Partnerships, limited
partnerships, limited liability companies, or corporations may be converted or
merged in any other manner provided by law.
ARTICLE
10
DISSENTERS'
RIGHTS
NEW
SECTION. Sec. 1001.
DEFINITIONS. The definitions in this section apply throughout this article,
unless the context clearly requires otherwise.
(1)
"Partnership" means the domestic partnership in which the dissenter
holds or held a partnership interest, or the surviving partnership, limited
liability company, limited partnership, or corporation by merger, whether
foreign or domestic, of that 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 partner's 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 partnership on
its principal bank loans or, if none, at a rate that is fair and equitable
under all the circumstances.
NEW
SECTION. Sec. 1002.
PARTNER‑-DISSENT‑-PAYMENT OF FAIR VALUE. (1) Except as provided in
section 1004 or 1006(2) of this act, 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 section 905 or 909 of this
act.
(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, 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.
NEW
SECTION. Sec. 1003.
DISSENTERS' RIGHTS‑-NOTICE‑-TIMING. (1) Not less than ten days
prior to the approval of a plan of merger, the partnership must send a written
notice to all partners who are entitled to vote on or approve the plan of
merger that they may be entitled to assert dissenters' rights under this
article. Such notice shall be accompanied by a copy of this article.
(2)
The 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 1005 of this act.
NEW
SECTION. Sec. 1004.
PARTNER‑-DISSENT‑-VOTING RESTRICTION. A partner of a partnership
who is entitled to vote on or approve the plan of merger and who wishes to
assert dissenters' rights must not vote in favor of or approve the plan of
merger. A partner who does not satisfy the requirements of this section is not
entitled to payment for the partner's interest in the partnership under this
article.
NEW
SECTION. Sec. 1005.
PARTNERS‑-DISSENTERS' NOTICE‑-REQUIREMENTS. (1) If the plan of
merger is approved, the partnership shall deliver a written dissenters' notice
to all partners who satisfied the requirements of section 1004 of this act.
(2)
The dissenters' notice required by section 1003(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 partners as to the extent transfer of the partner's interest in the
partnership will be restricted as permitted by section 1007 of this act after
the payment demand is received;
(c)
Supply a form for demanding payment;
(d)
Set a date by which the 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. 1006.
PARTNER‑-PAYMENT DEMAND‑-ENTITLEMENT. (1) A partner who demands
payment retains all other rights of a partner in the partnership until the
proposed merger becomes effective.
(2)
A partner in a partnership 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 interest in the partnership under this article.
NEW
SECTION. Sec. 1007.
PARTNERS' INTERESTS‑-TRANSFER RESTRICTION. The partnership agreement may
restrict the transfer of partners' interests in the partnership from the date
the demand for their payment is received until the proposed merger becomes
effective or the restriction is released under this article.
NEW
SECTION. Sec. 1008.
PAYMENT OF FAIR VALUE‑-REQUIREMENTS FOR COMPLIANCE. (1) Within thirty
days of the later of the date the proposed merger becomes effective, or the
payment demand is received, the partnership shall pay each dissenter who
complied with section 1006 of this act the amount the partnership estimates to
be the fair value of the dissenting partner's interest in the partnership, plus
accrued interest.
(2)
The payment must be accompanied by:
(a)
Copies of the financial statements for the partnership for its most recent
fiscal year;
(b)
An explanation of how the partnership estimated the fair value of the partner's
interest in the partnership;
(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. 1009.
MERGER‑-NOT EFFECTIVE WITHIN SIXTY DAYS‑-TRANSFER RESTRICTIONS.
(1) If the proposed merger does not become effective within sixty days after
the date set for demanding payment, the partnership shall release any transfer
restrictions imposed as permitted by section 1007 of this act.
(2)
If, after releasing transfer restrictions, the proposed merger becomes
effective, the partnership must send a new dissenters' notice as provided in
sections 1003(2) and 1005 of this act and repeat the payment demand procedure.
NEW
SECTION. Sec. 1010.
DISSENTER'S ESTIMATE OF FAIR VALUE‑-NOTICE. (1) A dissenting partner may
notify the partnership in writing of the dissenter's own estimate of the fair
value of the dissenter's interest in the partnership, and amount of interest
due, and demand payment of the dissenter's estimate, less any payment under
section 1009 of this act, if:
(a)
The dissenter believes that the amount paid is less than the fair value of the
dissenter's interest in the partnership, or that the interest due is
incorrectly calculated;
(b)
The partnership fails to make payment within sixty days after the date set for
demanding payment; or
(c)
The partnership, having failed to effectuate the proposed merger, does not
release the transfer restrictions imposed on the partners' interests as
permitted by section 1007 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 partnership of the dissenter's demand in writing under
subsection (1) of this section within thirty days after the partnership made
payment for the dissenter's interest in the partnership.
NEW
SECTION. Sec. 1011.
UNSETTLED DEMAND FOR PAYMENT‑-PROCEEDING‑-PARTIES‑-APPRAISERS.
(1) If a demand for payment under section 1006 of this act remains unsettled,
the partnership shall commence a proceeding within sixty days after receiving
the payment demand and petition the court to determine the fair value of the
dissenting partner's interest in the partnership, and accrued interest. If the
partnership does not commence the proceeding within the sixty-day period, it
shall pay each dissenter whose demand remains unsettled the amount demanded.
(2)
The partnership shall commence the proceeding in the superior court. If the
partnership is a domestic partnership, it shall commence the proceeding in the
county where its chief executive office is maintained.
(3)
The 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 in the partnership 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 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 partnership, complied
with the provisions of this article. 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 in the partnership, plus interest, exceeds the amount paid
by the partnership.
NEW
SECTION. Sec. 1012.
UNSETTLED DEMAND FOR PAYMENT‑-COSTS‑-FEES AND EXPENSES OF COUNSEL.
(1) The court in a proceeding commenced under section 1011 of this act shall
determine all costs of the proceeding, including the reasonable compensation
and expenses of appraisers appointed by the court. The court shall assess the
costs against the partnership, except that the court may assess the costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or
not in good faith in demanding payment.
(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 partnership and in favor of any or all dissenters if the court
finds the partnership did not substantially comply with the requirements of
this article; or
(b)
Against either the 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 partnership, the court
may award to these counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefited.
ARTICLE
11
LIMITED
LIABILITY PARTNERSHIP
NEW
SECTION. Sec. 1101.
FORMATION‑-REGISTRATION‑-APPLICATION‑-FEE‑-FORMS. (1)
A partnership which is not a limited liability partnership on the effective
date of this act may become a limited liability partnership upon the approval
of the terms and conditions upon which it becomes a limited liability
partnership by the vote necessary to amend the partnership agreement except, in
the case of a partnership agreement that expressly considers obligations to
contribute to the partnership, the vote necessary to amend those provisions,
and by filing the applications required by subsection (2) of this section. A
partnership which is a limited liability partnership on the effective date of
this act continues as a limited liability partnership under this chapter.
(2)
To become and to continue as a limited liability partnership, a partnership
shall file with the secretary of state an application stating the name of the
partnership; the address of its principal office; if the partnership's
principal office is not located in this state, the address of a registered
office and the name and address of a registered agent for service of process in
this state which the partnership will be required to maintain; the number of
partners; a brief statement of the business in which the partnership engages;
any other matters that the partnership determines to include; and that the
partnership thereby applies for status as a limited liability partnership.
(3)
The application shall be accompanied by a fee of one hundred seventy-five
dollars for each partnership.
(4)
The secretary of state shall register as a limited liability partnership any
partnership that submits a completed application with the required fee.
(5)
A partnership registered under this section shall pay an annual fee, in each
year following the year in which its application is filed, on a date and in an
amount specified by the secretary of state. The fee must be accompanied by a
notice, on a form provided by the secretary of state, of the number of partners
currently in the partnership and of any material changes in the information
contained in the partnership's application for registration.
(6)
Registration is effective immediately after the date an application is filed,
and remains effective until:
(a)
It is voluntarily withdrawn by filing with the secretary of state a written
withdrawal notice executed by a majority of the partners or by one or more
partners or other persons authorized to execute a withdrawal notice; or
(b)
Thirty days after receipt by the partnership of a notice from the secretary of
state, which notice shall be sent by first class mail, postage prepaid, that
the partnership has failed to make timely payment of the annual fee specified
in subsection (5) of this section, unless the fee is paid within such a
thirty-day period.
(7)
The status of a partnership as a limited liability partnership, and the
liability of the partners thereof, shall not be affected by:
(a)
Errors in the information stated in an application under subsection (2) of this
section or a notice under subsection (6) of this section; or (b) changes after
the filing of such an application or notice in the information stated in the application
or notice.
(8)
The secretary of state may provide forms for the application under subsection
(2) of this section or a notice under subsection (6) of this section.
NEW
SECTION. Sec. 1102.
NAME. The name of a limited liability partnership shall contain the words
"limited liability partnership" or the abbreviation
"L.L.P." or "LLP" as the last words or letters of its name.
NEW
SECTION. Sec. 1103.
RENDERING PROFESSIONAL SERVICES. (1) A person or group of persons licensed or
otherwise legally authorized to render professional services, as defined in RCW
18.100.030, within this state may organize and become a member or members of a
limited liability partnership under the provisions of this chapter for the
purposes of rendering professional service. Nothing in this section prohibits
a person duly licensed or otherwise legally authorized to render professional
services in any jurisdiction other than this state from becoming a member of a
limited liability partnership organized for the purpose of rendering the same
professional services. Nothing in this section prohibits a limited liability
partnership from rendering professional services outside this state through
individuals who are not duly licensed or otherwise legally authorized to render
such professional services within this state.
(2)(a)
Notwithstanding any other provision of this chapter, health care professionals
who are licensed or certified pursuant to chapters 18.06, 18.19, 18.22, 18.25,
18.29, 18.34, 18.35, 18.36A, 18.50, 18.53, 18.55, 18.64, 18.79, 18.83, 18.89,
18.108, and 18.138 RCW may join and render their individual professional
services through one limited liability partnership and are to be considered,
for the purpose of forming a limited liability partnership, as rendering the
"same specific professional services" or "same professional
services" or similar terms.
(b)
Notwithstanding any other provision of this chapter, health care professionals
who are licensed pursuant to chapters 18.57 and 18.71 RCW may join and render
their individual professional services through one limited liability
partnership and are to be considered, for the purpose of forming a limited
liability partnership, as rendering the "same specific professional
services" or "same professional services" or similar terms.
(c)
Formation of a limited liability partnership under this subsection does not
restrict the application of the uniform disciplinary act under chapter 18.130 RCW,
or any applicable health care professional statutes under Title 18 RCW,
including but not limited to restrictions on persons practicing a health
profession without being appropriately credentialed and persons practicing
beyond the scope of their credential.
ARTICLE
12
FOREIGN
LIMITED LIABILITY PARTNERSHIP
NEW
SECTION. Sec. 1201. LAW
GOVERNING FOREIGN LIMITED LIABILITY PARTNERSHIP. (1) The law under which a
foreign limited liability partnership is formed governs relations among the
partners and between the partners and the partnership and, except as otherwise
provided in section 306(4) of this act, the liability of partners for
obligations of the partnership.
(2)
A foreign limited liability partnership may not be denied a statement of
foreign qualification by reason of any difference between the law under which
the partnership was formed and the law of this state.
(3)
A statement of foreign qualification does not authorize a foreign limited
liability partnership to engage in any business or exercise any power that a
partnership may not engage in or exercise in this state as a limited liability
partnership.
NEW
SECTION. Sec. 1202.
STATEMENT OF FOREIGN QUALIFICATION. Before transacting business in this state,
a foreign limited liability partnership must register with the secretary of
state under this chapter in the same manner as a limited liability partnership,
except that if the foreign limited liability partnership's name contains the words
"registered limited liability partnership" or the abbreviation
"R.L.L.P." or "RLLP," it may include those words or
abbreviations in its application with the secretary of state.
NEW
SECTION. Sec. 1203.
EFFECT OF FAILURE TO QUALIFY. (1) A foreign limited liability partnership
transacting business in this state may not maintain an action or proceeding in
this state unless it has in effect a registration as a foreign limited
liability partnership.
(2)
The failure of a foreign limited liability partnership to have in effect a
registration as a foreign limited liability partnership does not impair the
validity of a contract or act of the foreign limited liability partnership or
preclude it from defending an action or proceeding in this state.
(3)
A limitation on personal liability of a partner is not waived solely by
transacting business in this state without registration as a foreign limited
liability partnership.
(4)
If a foreign limited liability partnership transacts business in this state
without a registration as a foreign limited liability partnership, the
secretary of state is its agent for service of process with respect to a right
of action arising out of the transaction of business in this state.
NEW
SECTION. Sec. 1204.
ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS. (1) Activities of a foreign
limited liability partnership which do not constitute transacting business for
the purpose of this article include:
(a)
Maintaining, defending, or settling an action or proceeding;
(b)
Holding meetings of its partners or carrying on any other activity concerning
its internal affairs;
(c)
Maintaining bank accounts;
(d)
Maintaining offices or agencies for the transfer, exchange, and registration of
the 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 through employees or agents
or otherwise, if the orders require acceptance outside this state before they
become contracts;
(g)
Creating or acquiring indebtedness, with or without a mortgage, or other
security interest in property;
(h)
Collecting debts or foreclosing mortgages or other security interests in
property securing the debts, and holding, protecting, and maintaining property
so acquired;
(i)
Conducting an isolated transaction that is completed within thirty days and is
not one in the course of similar transactions; and
(j)
Transacting business in interstate commerce.
(2)
For purposes of this article, the ownership in this state of income-producing
real property or tangible personal property, other than property excluded under
subsection (1) of this section, constitutes transacting business in this state.
(3)
This section does not apply in determining the contacts or activities that may
subject a foreign limited liability partnership to service of process,
taxation, or regulation under any other law of this state.
NEW
SECTION. Sec. 1205.
ACTION BY ATTORNEY GENERAL. The attorney general may maintain an action to
restrain a foreign limited liability partnership from transacting business in
this state in violation of this chapter.
ARTICLE
13
MISCELLANEOUS
PROVISIONS
NEW
SECTION. Sec. 1301.
UNIFORMITY OF APPLICATION AND CONSTRUCTION. This act shall be applied and
construed to effectuate its general purpose to make uniform the law with
respect to the subject of this act among states enacting it.
NEW
SECTION. Sec. 1302. SHORT
TITLE. This chapter may be cited as the Washington revised uniform partnership
act.
NEW
SECTION. Sec. 1303.
SEVERABILITY CLAUSE. If any provision of this act or its application to any
person or circumstance is held invalid, the remainder of the act or the
application of the provision to other persons or circumstances is not affected.
NEW
SECTION. Sec. 1304.
APPLICABILITY. (1) Before January 1, 1999, this chapter governs only a
partnership formed:
(a)
After the effective date of this act, unless that partnership is continuing the
business of a dissolved partnership under RCW 25.04.410; and
(b)
Before the effective date of this act, that elects, as provided by subsection
(3) of this section, to be governed by this chapter.
(2)
Effective January 1, 1999, this chapter governs all partnerships.
(3)
Before January 1, 1999, a partnership voluntarily may elect, in the manner
provided in its partnership agreement or by law for amending the partnership
agreement, to be governed by this chapter. The provisions of this chapter
relating to the liability of the partnership's partners to third parties apply
to limit those partners' liability to a third party who had done business with
the partnership within one year preceding the partnership's election to be
governed by this chapter, only if the third party knows or has received a
notification of the partnership's election to be governed by this chapter.
NEW
SECTION. Sec. 1305.
SAVINGS CLAUSE. This act does not affect an action or proceeding commenced or
right accrued before the effective date of this act.
NEW
SECTION. Sec. 1306.
ESTABLISHMENT OF FILING FEES AND MISCELLANEOUS CHARGES. (1) The secretary of
state shall adopt rules establishing fees which shall be charged and collected
for:
(a)
Filing of a statement;
(b)
Filing of a certified copy of a statement that is filed in an office in another
state;
(c)
Filing amendments to any of the foregoing or any other certificate, statement,
or report authorized or permitted to be filed; and
(d)
Copies, certified copies, certificates, 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 covered by Title 23B RCW. Fees for copies, certified
copies, and certificates of record shall be as provided for in
RCW 23B.01.220.
(3)
All fees collected by the secretary of state shall be deposited with the state
treasurer pursuant to law.
NEW
SECTION. Sec. 1307.
AUTHORITY TO ADOPT RULES. The secretary of state shall adopt such rules as are
necessary to implement the keeping of records required by this chapter.
NEW
SECTION. Sec. 1308.
REPEALERS. The following acts or parts of acts are each repealed:
(1) RCW
25.04.010 and 1955 c 15 s 25.04.010;
(2) RCW
25.04.020 and 1985 c 8 s 2;
(3) RCW
25.04.030 and 1955 c 15 s 25.04.030;
(4) RCW
25.04.040 and 1955 c 15 s 25.04.040;
(5) RCW
25.04.050 and 1955 c 15 s 25.04.050;
(6) RCW
25.04.060 and 1955 c 15 s 25.04.060;
(7) RCW
25.04.070 and 1973 1st ex.s. c 154 s 24 & 1955 c 15 s
25.04.070;
(8) RCW
25.04.080 and 1955 c 15 s 25.04.080;
(9) RCW
25.04.090 and 1955 c 15 s 25.04.090;
(10) RCW 25.04.100 and
1955 c 15 s 25.04.100;
(11) RCW
25.04.110 and 1955 c 15 s 25.04.110;
(12) RCW
25.04.120 and 1955 c 15 s 25.04.120;
(13) RCW
25.04.130 and 1955 c 15 s 25.04.130;
(14) RCW
25.04.140 and 1955 c 15 s 25.04.140;
(15) RCW
25.04.150 and 1985 c 8 s 3;
(16) RCW
25.04.160 and 1955 c 15 s 25.04.160;
(17) RCW
25.04.170 and 1955 c 15 s 25.04.170;
(18) RCW
25.04.180 and 1955 c 15 s 25.04.180;
(19) RCW
25.04.190 and 1955 c 15 s 25.04.190;
(20) RCW 25.04.200 and
1955 c 15 s 25.04.200;
(21) RCW
25.04.210 and 1955 c 15 s 25.04.210;
(22) RCW
25.04.220 and 1955 c 15 s 25.04.220;
(23) RCW
25.04.230 and 1955 c 15 s 25.04.230;
(24) RCW
25.04.240 and 1955 c 15 s 25.04.240;
(25) RCW
25.04.250 and 1973 1st ex.s. c 154 s 25 & 1955 c 15 s
25.04.250;
(26) RCW
25.04.260 and 1955 c 15 s 25.04.260;
(27) RCW
25.04.270 and 1955 c 15 s 25.04.270;
(28) RCW
25.04.280 and 1955 c 15 s 25.04.280;
(29) RCW
25.04.290 and 1955 c 15 s 25.04.290;
(30) RCW
25.04.300 and 1955 c 15 s 25.04.300;
(31) RCW
25.04.310 and 1955 c 15 s 25.04.310;
(32) RCW
25.04.320 and 1955 c 15 s 25.04.320;
(33) RCW
25.04.330 and 1955 c 15 s 25.04.330;
(34) RCW
25.04.340 and 1955 c 15 s 25.04.340;
(35) RCW
25.04.350 and 1955 c 15 s 25.04.350;
(36) RCW
25.04.360 and 1955 c 15 s 25.04.360;
(37) RCW
25.04.370 and 1955 c 15 s 25.04.370;
(38) RCW
25.04.380 and 1955 c 15 s 25.04.380;
(39) RCW
25.04.390 and 1955 c 15 s 25.04.390;
(40) RCW
25.04.400 and 1955 c 15 s 25.04.400;
(41) RCW
25.04.410 and 1955 c 15 s 25.04.410;
(42) RCW
25.04.420 and 1955 c 15 s 25.04.420;
(43) RCW
25.04.430 and 1955 c 15 s 25.04.430;
(44) RCW
25.04.700 and 1995 c 337 s 1;
(45) RCW
25.04.705 and 1995 c 337 s 2;
(46) RCW
25.04.710 and 1995 c 337 s 3;
(47) RCW
25.04.715 and 1995 c 337 s 4;
(48) RCW
25.04.720 and 1997 c 390 s 5, 1996 c 231 s 4, & 1995 c 337 s
5;
(49) RCW
25.04.725 and 1995 c 337 s 6;
(50) RCW
25.04.730 and 1995 c 337 s 7;
(51) RCW
25.04.735 and 1995 c 337 s 8;
(52) RCW
25.04.740 and 1995 c 337 s 9;
(53) RCW
25.04.745 and 1995 c 337 s 10; and
(54) RCW
25.04.750 and 1995 c 337 s 11.
Sec.
1309. RCW
43.07.120 and 1994 c 211 s 1310 and 1994 c 60 s 5 are each reenacted and
amended to read as follows:
(1)
The secretary of state shall establish by rule and collect the fees in this
subsection:
(a)
For a copy of any law, resolution, record, or other document or paper on file
in the secretary's office;
(b)
For any certificate under seal;
(c)
For filing and recording trademark;
(d)
For each deed or patent of land issued by the governor;
(e)
For recording miscellaneous records, papers, or other documents.
(2)
The secretary of state may adopt rules under chapter 34.05 RCW establishing
reasonable fees for the following services rendered under Title 23B RCW,
chapter 18.100, 19.77, 23.86, 23.90, 24.03, 24.06, 24.12, 24.20, 24.24, 24.28,
24.36, 25.15, ((or)) 25.10, or chapter 25.‑- (sections 101
through 1307 of this act) RCW:
(a)
Any service rendered in-person at the secretary of state's office;
(b)
Any expedited service;
(c)
The electronic or facsimile transmittal of information from corporation records
or copies of documents;
(d)
The providing of information by micrographic or other reduced-format compilation;
(e)
The handling of checks, drafts, or credit or debit cards upon adoption of rules
authorizing their use for which sufficient funds are not on deposit; and
(f)
Special search charges.
(3)
To facilitate the collection of fees, the secretary of state may establish
accounts for deposits by persons who may frequently be assessed such fees to
pay the fees as they are assessed. The secretary of state may make whatever
arrangements with those persons as may be necessary to carry out this section.
(4)
The secretary of state may adopt rules for the use of credit or debit cards for
payment of fees.
(5)
No member of the legislature, state officer, justice of the supreme court,
judge of the court of appeals, or judge of the superior court shall be charged
for any search relative to matters pertaining to the duties of his or her
office; nor may such official be charged for a certified copy of any law or
resolution passed by the legislature relative to his or her official duties, if
such law has not been published as a state law.
Sec.
1310. RCW
23B.11.080 and 1991 c 269 s 38 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; ((and))
(b)
The partners of each limited partnership approve the plan of merger as required
by RCW 25.10.810;
(c)
The partners of each partnership approve the plan of merger as required by
section 906 of this act; 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 ((of)) 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.
1311. RCW
23B.11.090 and 1991 c 269 s 39 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), ((and)) is approved by the partners for each limited
partnership as required by RCW 25.10.810, is approved by the partners of
each partnership as required by section 907 of this act, 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.
(2)
If the surviving entity is a limited partnership, comply with the requirements
in RCW 25.10.820.
(3)
If the surviving entity is a partnership, comply with the requirements in
section 907 of this act.
(4)
If the surviving entity is a limited liability company, comply with the
requirements in RCW 25.15.405.
Sec.
1312. RCW
23B.11.100 and 1991 c 269 s 40 are each amended to read as follows:
When
a merger of one or more corporations ((and)), one or more limited
partnerships, one or more partnerships, or one or more limited liability
companies takes effect, and a corporation is the surviving entity:
(1)
Every other corporation ((and)), every limited partnership,
every partnership, and every limited liability company party to the merger
merges into the surviving corporation and the separate existence of every
corporation except the surviving corporation, and every limited partnership,
partnership, and limited liability company, ceases;
(2)
The title to all real estate and other property owned by each corporation ((and)),
limited partnership, partnership, and limited liability company party to
the merger is vested in the surviving corporation without reversion or
impairment;
(3)
The surviving corporation has all the liabilities of each corporation ((and)),
limited partnership, partnership, and limited liability company party to
the merger;
(4)
A proceeding pending against any corporation ((or)), limited
partnership, partnership, or limited liability company party to the
merger may be continued as if the merger did not occur or the surviving
corporation may be substituted in the proceeding for the corporation ((or)),
limited partnership, partnership, or limited liability company whose
existence ceased;
(5)
The articles of incorporation of the surviving corporation are amended to the
extent provided in the plan of merger;
(6)
The former holders of the shares of every corporation party to the merger are
entitled only to the rights provided in the plan of merger or to their rights
under chapter 23B.13 RCW; and
(7)
The former holders of partnership interests of every limited partnership or
partnership party to the merger and the former holders of member
interests of every limited liability company party to the merger are
entitled only to the rights provided in the plan of merger or to their rights
under chapter 25.10 RCW.
Sec.
1313. RCW
23B.11.110 and 1991 c 269 s 41 are each amended to read as follows:
(1)
One or more foreign limited partnerships ((and one or more)),
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;
(d)
Each domestic corporation complies with RCW 23B.11.080; ((and))
(e)
Each domestic limited partnership complies with RCW 25.10.810;
(f)
Each domestic limited liability company complies with RCW 25.15.400; and
(g)
Each domestic partnership complies with section 906 of this act.
(2)
Upon the merger taking effect, a surviving foreign corporation ((or)),
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 ((or)), 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 ((or)), 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.-- (sections 101 through 1307 of this act) RCW, in the case of
dissenting partners.
Sec.
1314. RCW
25.10.800 and 1991 c 269 s 11 are each amended to read as follows:
(1)
One or more domestic limited partnerships may merge with one or more domestic
limited partnerships ((or)), domestic corporations, domestic
partnerships, or domestic limited liability companies pursuant to a plan of
merger approved or adopted as provided in RCW 25.10.810.
(2)
The plan of merger must set forth:
(a)
The name of each limited partnership ((and)), corporation,
partnership, or limited liability company planning to merge and the name of
the surviving limited partnership ((or)), corporation,
partnership, or limited liability company into which the other limited
partnership ((or)), corporation, partnership, or limited
liability company plans to merge;
(b)
The terms and conditions of the merger; and
(c)
The manner and basis of converting the partnership interests of each limited
partnership and each partnership, and the member interests of each limited
liability company, and the shares of each corporation party to the merger
into the partnership interests, shares, member interests, obligations,
or other securities of the surviving or any other limited partnership ((or)),
partnership, corporation, or limited liability company or into cash
or other property in whole or part.
(3)
The plan of merger may set forth:
(a)
Amendments to the certificate of limited partnership of the surviving limited
partnership;
(b)
Amendments to the articles of incorporation of the surviving corporation; ((and))
(c)
Amendments to the certificate of formation of the surviving limited liability
company; and
(d)
Other provisions relating to the merger.
(4)
If the plan of merger does not specify a delayed effective date, it shall
become effective upon the filing of articles of merger. If the plan of merger
specifies a delayed effective time and date, the plan of merger becomes
effective at the time and date specified. If the plan of merger specifies a
delayed effective date but no time is specified, the plan of merger is
effective at the close of business on that date. A delayed effective date for
a plan of merger may not be later than the ninetieth day after the date it is
filed.
Sec.
1315. RCW
25.10.810 and 1991 c 269 s 13 are each amended to read as follows:
(1)
Unless otherwise provided in its partnership agreement, approval of a plan of
merger by a domestic limited partnership party to a merger shall occur when the
plan is approved (a) by all general partners of such limited partnership, and
(b) by the limited partners or, if there is more than one class of limited
partners, then by each class or group of limited partners of such limited
partnership, in either case, by limited partners who own more than fifty
percent of the then current percentage or other interest in the profits of such
limited partnership owned by all limited partners or by the limited partners in
each class or group, as appropriate.
(2)
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.
(3)
If a domestic partnership is a party to the merger, the plan of merger shall be
approved as provided in section 906 of this act.
(4)
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.
Sec.
1316. RCW
25.10.820 and 1991 c 269 s 14 are each amended to read as follows:
After
a plan of merger is approved or adopted, the surviving limited partnership ((or)),
corporation, partnership, or limited liability company 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 partners ((or)), shareholders, or
members of one or more limited partnerships ((or)),
corporations, partnerships, or limited liability companies party to the
merger was not required, a statement to that effect; or
(3)
If the approval of any partners ((or)), shareholders, or
members of one or more of the limited partnerships ((or)),
corporations, partnerships, or limited liability companies party to the
merger was required, a statement that the merger was duly approved by such
partners ((and)), shareholders, and members pursuant to
RCW 25.10.810 ((or)), chapter 23B.11 RCW, chapter 25.15 RCW,
or section 906 of this act.
Sec.
1317. RCW
25.10.830 and 1991 c 269 s 15 are each amended to read as follows:
(1)
When a merger takes effect:
(a)
Every other partnership, limited partnership ((or)),
corporation, or limited liability company that is party to the merger
merges into the surviving partnership, limited partnership ((or)),
corporation, or limited liability company and the separate existence of
every partnership, limited partnership ((and)),
corporation, and limited liability company except the surviving partnership,
limited partnership ((or)), corporation, or limited liability
company ceases;
(b)
The title to all real estate and other property owned by each partnership,
limited partnership ((and)), corporation, and limited
liability company party to the merger is vested in the surviving partnership,
limited partnership ((or)), corporation, or limited liability
company without reversion or impairment;
(c)
The surviving partnership, limited partnership ((or)),
corporation, or limited liability company has all liabilities of each partnership,
limited partnership ((and)), corporation, and limited
liability company that is party to the merger;
(d)
A proceeding pending against any partnership, limited partnership ((or)),
corporation, or limited liability company that is party to the merger
may be continued as if the merger did not occur or the surviving partnership,
limited partnership ((or)), corporation, or limited liability
company may be substituted in the proceeding for the partnership,
limited partnership ((or)), corporation, or limited liability company
whose existence ceased;
(e)
The partnership agreement of the surviving limited partnership is amended to
the extent provided in the plan of merger;
(f)
The articles of incorporation of the surviving corporation are amended to the
extent provided in the plan of merger; ((and))
(g)
The certificate of formation of the surviving limited liability company is
amended to the extent provided in the plan of merger; and
(h)
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 and
the former holders of member interests of every domestic limited liability
company are entitled only to the rights provided in the articles of merger
or to their rights under RCW 25.10.900 through 25.10.955 ((or)),
to the rights under chapter 23B.13 RCW, to the rights under chapter 25.--
RCW (sections 101 through 1307 of this act), or to the rights under RCW 25.15.425
through 25.15.480.
(2)
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 or pay its liabilities and distribute its assets under RCW
25.10.470.
(3)
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.-- RCW (sections 101 through 1307 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 article 8 of chapter 25.15 RCW.
Sec.
1318. RCW
25.10.840 and 1991 c 269 s 16 are each amended to read as follows:
(1)
One or more foreign limited partnerships, foreign partnerships, foreign
limited liability companies, and one or more foreign corporations may merge
with one or more domestic partnerships, domestic limited partnerships,
domestic limited liability companies, or domestic corporations if:
(a)
The merger is permitted by the law of the jurisdiction under which each foreign
limited partnership was organized, and each foreign corporation was
incorporated, and each foreign partnership, foreign limited partnership,
foreign limited liability company, and foreign corporation complies with
that law in effecting the merger;
(b)
The surviving entity complies with RCW 25.10.820 and section 907 of this act;
(c)
Each domestic limited partnership complies with RCW 25.10.810; ((and))
(d)
Each domestic corporation complies with RCW 23B.11.080; and
(e)
Each domestic limited liability company complies with RCW 25.15.400.
(2)
Upon the merger taking effect, a surviving foreign partnership, foreign
limited partnership, foreign limited liability company, or foreign
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 partnership,
domestic limited partnership, domestic limited liability company, or
domestic corporation party to the merger.
Sec.
1319. RCW
25.15.395 and 1994 c 211 s 1101 are each amended to read as follows:
(1)
One or more domestic limited liability companies may merge with one or more domestic
partnerships, domestic limited partnerships, domestic limited liability
companies, or domestic corporations pursuant to a plan of merger approved or
adopted as provided in RCW 25.15.400.
(2)
The plan of merger must set forth:
(a)
The name of each partnership, limited liability company, limited
partnership, and corporation planning to merge and the name of the surviving partnership,
limited liability company, limited partnership, or corporation into which the
other partnership, limited liability company, limited partnership, or
corporation plans to merge;
(b)
The terms and conditions of the merger; and
(c)
The manner and basis of converting the interests of each member of each limited
liability company, the partnership interests in each partnership or
limited partnership, and the shares of each corporation party to the merger
into the interests, shares, obligations, or other securities of the surviving
or any other partnership, limited liability company, limited
partnership, or corporation or into cash or other property in whole or part.
(3)
The plan of merger may set forth:
(a)
Amendments to the certificate of formation of the surviving limited liability
company;
(b)
Amendments to the certificate of limited partnership of the surviving limited
partnership;
(c)
Amendments to the articles of incorporation of the surviving corporation; and
(d)
Other provisions relating to the merger.
(4)
If the plan of merger does not specify a delayed effective date, it shall
become effective upon the filing of articles of merger. If the plan of merger
specifies a delayed effective time and date, the plan of merger becomes
effective at the time and date specified. If the plan of merger specifies a
delayed effective date but no time is specified, the plan of merger is
effective at the close of business on that date. A delayed effective date for
a plan of merger may not be later than the ninetieth day after the date it is
filed.
Sec.
1320. RCW
25.15.400 and 1994 c 211 s 1102 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.
(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 section 906 of this act.
Sec.
1321. RCW
25.15.405 and 1994 c 211 s 1103 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 section
906 of this act, RCW 25.15.400, 25.10.810, or chapter 23B.11 RCW.
Sec.
1322. RCW
25.15.410 and 1994 c 211 s 1104 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, ((or)) to
their rights under chapter 25.-- RCW (sections 101 through 1307 of this act),
to their rights under this article, to their rights under RCW 25.10.900 through
25.10.955, 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 or pay its liabilities and distribute its assets under RCW
25.10.470.
(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.-- RCW (sections 101 through 1307 of this act).
(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.
1323. RCW
25.15.415 and 1994 c 211 s 1105 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 section 907 of this act;
(c)
Each domestic limited liability company complies with RCW 25.15.400;
(d)
Each domestic limited partnership complies with RCW 25.10.810; 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.
NEW
SECTION. Sec. 1324.
Sections 101 through 1307 of this act constitute a new chapter in Title 25 RCW.
NEW
SECTION. Sec. 1325.
Section 1308 of this act takes effect January 1, 1999.
