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Chapter 25.10 RCW

UNIFORM LIMITED PARTNERSHIP ACT

Sections

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

NOTES:

Reviser's note: Throughout this chapter the phrase "this act" has been changed to "this chapter." "This act" [1981 c 51] consists of this chapter and the repeal of chapters 25.08 and 25.98 RCW.
Materials specifically authorized to be printed and distributed by secretary of state: RCW 43.07.140.
Revolving fund of secretary of state, deposit of moneys for costs of carrying out secretary of state's functions under this chapter: RCW 43.07.130.
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