Chapter 25.10 RCW

UNIFORM LIMITED PARTNERSHIP ACT

Sections
ARTICLE 1
GENERAL PROVISIONS
Short title.
Definitions.
Knowledge and notice.
Nature, purpose, and duration of entity.
Powers.
Registered office and agent (as amended by 2009 c 202).
Registered office and agent.
Governing law.
Supplemental principles of lawRate of interest.
Name.
Reservation of name.
Effect of partnership agreementNonwaivable provisions.
Required information.
Business transactions of partner with partnership.
Dual capacity.
Office and agent for service of process.
Change of designated office or agent for service of process.
Resignation of agent for service of process.
Service of process.
Consent and proxies of partners.
Standards for electronic filing rules.
ARTICLE 2
FORMATIONCERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS
Formation of limited partnershipCertificate of limited partnership.
Amendment or restatement of certificate of limited partnership.
Statement of termination.
Signing of records.
Signing and filing pursuant to judicial order.
Delivery to and filing of records by secretary of stateEffective time and date.
Correcting filed record.
Liability for false information in filed record.
Certificate of existence or authorization.
Annual report for secretary of state.
ARTICLE 3
LIMITED PARTNERS
Becoming limited partner.
No right or power as limited partner to bind limited partnership.
No liability as limited partner for limited partnership obligations.
Right of limited partner and former limited partner to information.
Limited duties of limited partners.
Person erroneously believing self to be limited partner.
ARTICLE 4
GENERAL PARTNERS
Becoming general partner.
General partner agent of limited partnership.
Limited partnership liable for general partner's actionable conduct.
General partner's liability.
Actions by and against partnership and partners.
Management rights of general partner.
Right of general partner and former general partner to information.
General standards of general partner's conduct.
ARTICLE 5
CONTRIBUTIONS AND DISTRIBUTIONS
Form of contribution.
Liability for contribution.
Sharing of distributions.
Interim distributions.
No distribution on account of dissociation.
Distribution in kind.
Right to distribution.
Limitations on distribution.
Liability for improper distributions.
ARTICLE 6
DISSOCIATION
Dissociation as limited partner.
Effect of dissociation as limited partner.
Dissociation as general partner.
Person's power to dissociate as general partnerWrongful dissociation.
Effect of dissociation as general partner.
Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
Liability to other persons of person dissociated as general partner.
ARTICLE 7
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
Partner's transferable interest.
Transfer of partner's transferable interest.
Rights of creditor of partner or transferee.
Power of estate of deceased partner.
ARTICLE 8
DISSOLUTION
Nonjudicial dissolution.
Judicial dissolution.
Winding up.
Power of general partner and person dissociated as general partner to bind partnership after dissolution.
Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
Known claims against dissolved limited partnership.
Other claims against dissolved limited partnership.
Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
Administrative dissolution.
Reinstatement following administrative dissolution.
Disposition of assetsWhen contributions required.
ARTICLE 9
FOREIGN LIMITED PARTNERSHIPS
Governing law.
Application for certificate of authority.
Activities not constituting transacting business.
Filing of certificate of authority.
Noncomplying name of foreign limited partnership.
Revocation of certificate of authority.
Cancellation of certificate of authorityEffect of failure to have certificate.
Action by attorney general.
ARTICLE 10
ACTIONS BY PARTNERS
Direct action by partner.
Derivative action.
Proper plaintiff.
Pleading.
Proceeds and expenses.
ARTICLE 11
CONVERSION AND MERGER
Definitions.
Conversion.
Action on plan of conversion by converting limited partnership.
Filings required for conversionEffective date.
Effect of conversion.
Merger.
Action on plan of merger by constituent limited partnership.
Filings required for mergerEffective date.
Effect of merger.
Restrictions on approval of conversions and mergers and on relinquishing LLLP status.
Liability of general partner after conversion or merger.
Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
Article not exclusive.
ARTICLE 12
DISSENTERS' RIGHTS
Definitions.
PartnerDissentPayment of fair value.
Dissenters' rightsNoticeTiming.
PartnerDissentVoting restriction.
PartnersDissenters' noticeRequirements.
PartnerPayment demandEntitlement.
Partnership interestsTransfer restrictions.
Payment of fair valueRequirements for compliance.
MergerNot effective within sixty daysTransfer restrictions.
Dissenter's estimate of fair valueNotice.
Unsettled demand for paymentProceedingPartiesAppraisers.
Unsettled demand for paymentCosts, fees, and expenses of counsel.
ARTICLE 13
MISCELLANEOUS PROVISIONS
Uniformity of application and construction.
Effective date2009 c 188.
Relation to electronic signatures in global and national commerce act.
Application to existing relationships.
Establishment of filing fees and miscellaneous charges.
Authority to adopt rules.
Savings clause.
NOTES:
Reviser's note: Throughout this chapter the phrase "this act" has been changed to "this chapter." "This act" [1981 c 51] consists of this chapter and the repeal of chapters 25.08 and 25.98 RCW.
Materials specifically authorized to be printed and distributed by secretary of state: RCW 43.07.140.
Revolving fund of secretary of state, deposit of moneys for costs of carrying out secretary of state's functions under this chapter: RCW 43.07.130.