Chapter 25.05 RCW

REVISED UNIFORM PARTNERSHIP ACT

Sections
ARTICLE 1
GENERAL PROVISIONS
Definitions.
Knowledge and notice.
Effect of partnership agreementNonwaivable provisions.
Supplemental principles of law.
Delivery and filing of statements.
Governing law.
Partnership subject to amendment or repeal of chapter.
ARTICLE 2
NATURE OF PARTNERSHIP
Partnership as entity.
Formation of partnership.
Partnership property.
When property is partnership property.
ARTICLE 3
RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP
Partner agent of partnership.
Transfer of partnership property.
Statement of partnership authority.
Statement of denial.
Partnership liable for partner's actionable conduct.
Partner's liability.
Actions by and against partnership and partners.
Liability of purported partner.
ARTICLE 4
RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
Partner's rights and duties.
Distributions in kind.
Partner's rights and duties with respect to information.
General standards of partner's conduct.
Actions by partnership and partners.
Continuation of partnership beyond definite term or particular undertaking.
ARTICLE 5
TRANSFEREES AND CREDITORS OF PARTNER
Partner not co-owner of partnership property.
Partner's transferable interest in partnership.
Transfer of partner's transferable interest.
Partner's transferable interest subject to charging order.
ARTICLE 6
PARTNER'S DISSOCIATION
Events causing partner's dissociation.
Partner's power to dissociateWrongful dissociation.
Effect of partner's dissociation.
ARTICLE 7
PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP
Purchase of dissociated partner's interest.
Dissociated partner's power to bind and liability to partnership.
Dissociated partner's liability to other persons.
Statement of dissociation.
Continued use of partnership name.
ARTICLE 8
WINDING UP PARTNERSHIP BUSINESS
Events causing dissolution and winding up of partnership business.
Partnership continues after dissolution.
Right to wind up partnership business.
Partner's power to bind partnership after dissolution.
Statement of dissolution.
Partner's liability to other partners after dissolution.
Settlement of accounts and contributions among partners.
ARTICLE 9
CONVERSIONS AND MERGERS
Definitions.
Conversion of partnership to limited partnership.
Conversion of limited partnership to partnership.
Effect of conversionEntity unchanged.
Merger of partnerships.
MergerPlanApproval.
Articles of mergerFiling.
Effect of merger.
MergerForeign and domestic.
Nonexclusive.
ARTICLE 10
DISSENTERS' RIGHTS
Definitions.
PartnerDissentPayment of fair value.
Dissenters' rightsNoticeTiming.
PartnerDissentVoting restriction.
PartnersDissenters' noticeRequirements.
PartnerPayment demandEntitlement.
Partners' interestsTransfer restriction.
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 paymentCostsFees and expenses of counsel.
ARTICLE 11
LIMITED LIABILITY PARTNERSHIP
FormationRegistrationApplicationRegistered agentFeeRules.
Name.
Rendering professional services.
Change of registered agent for service of process.
Resignation of registered agent for service of process.
Service of process.
ARTICLE 12
FOREIGN LIMITED LIABILITY PARTNERSHIP
Foreign limited liability partnershipEffect of registration and governing law.
Registration requirement.
Failure to registerPenaltiesService of process.
Activities not constituting transacting business.
Registered agentDesignation and maintenance.
Change of registered agent for service of process.
Resignation of registered agent.
Service of process.
ARTICLE 13
MISCELLANEOUS PROVISIONS
Dates of applicability.
Applicable fees, charges, and penalties.
Authority to adopt rulesSecretary of state.
Uniformity of application and construction1998 c 103.
Short title1998 c 103.
Savings clause1998 c 103.