Revised Code of Washington
Chapter 25.10 - Uniform Limited Partnership Act.
25.10.006 - Short title.

RCW 25.10.006
Short title.

This chapter may be known and cited as the uniform limited partnership act.

[ 2009 c 188 § 101.]

Structure Revised Code of Washington

Revised Code of Washington

Title 25 - Partnerships

Chapter 25.10 - Uniform Limited Partnership Act.

25.10.006 - Short title.

25.10.011 - Definitions.

25.10.016 - Knowledge and notice.

25.10.021 - Nature, purpose, and duration of entity.

25.10.031 - Powers.

25.10.041 - Governing law.

25.10.051 - Supplemental principles of law—Rate of interest.

25.10.061 - Name.

25.10.071 - Reservation of name.

25.10.081 - Effect of partnership agreement—Nonwaivable provisions.

25.10.091 - Required information.

25.10.101 - Business transactions of partner with partnership.

25.10.111 - Dual capacity.

25.10.121 - Registered agent—Requirements.

25.10.131 - Change of registered agent for service of process.

25.10.141 - Resignation of agent for service of process.

25.10.151 - Service of process.

25.10.161 - Consent and proxies of partners.

25.10.201 - Formation of limited partnership—Certificate of limited partnership.

25.10.211 - Amendment or restatement of certificate of limited partnership.

25.10.221 - Statement of termination.

25.10.231 - Signing of records.

25.10.241 - Signing and filing pursuant to judicial order.

25.10.251 - Delivery to and filing of records by secretary of state—Effective time and date.

25.10.261 - Correcting filed record.

25.10.271 - Liability for false information in filed record.

25.10.281 - Certificate of existence or registration.

25.10.291 - Annual report for secretary of state.

25.10.301 - Becoming limited partner.

25.10.311 - No right or power as limited partner to bind limited partnership.

25.10.321 - No liability as limited partner for limited partnership obligations.

25.10.331 - Right of limited partner and former limited partner to information.

25.10.341 - Limited duties of limited partners.

25.10.351 - Person erroneously believing self to be limited partner.

25.10.371 - Becoming general partner.

25.10.381 - General partner agent of limited partnership.

25.10.391 - Limited partnership liable for general partner's actionable conduct.

25.10.401 - General partner's liability.

25.10.411 - Actions by and against partnership and partners.

25.10.421 - Management rights of general partner.

25.10.431 - Right of general partner and former general partner to information.

25.10.441 - General standards of general partner's conduct.

25.10.461 - Form of contribution.

25.10.466 - Liability for contribution.

25.10.471 - Sharing of distributions.

25.10.476 - Interim distributions.

25.10.481 - No distribution on account of dissociation.

25.10.486 - Distribution in kind.

25.10.491 - Right to distribution.

25.10.496 - Limitations on distribution.

25.10.501 - Liability for improper distributions.

25.10.511 - Dissociation as limited partner.

25.10.516 - Effect of dissociation as limited partner.

25.10.521 - Dissociation as general partner.

25.10.526 - Person's power to dissociate as general partner—Wrongful dissociation.

25.10.531 - Effect of dissociation as general partner.

25.10.536 - Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.

25.10.541 - Liability to other persons of person dissociated as general partner.

25.10.546 - Partner's transferable interest.

25.10.551 - Transfer of partner's transferable interest.

25.10.556 - Rights of creditor of partner or transferee.

25.10.561 - Power of estate of deceased partner.

25.10.571 - Nonjudicial dissolution.

25.10.576 - Judicial dissolution.

25.10.581 - Winding up.

25.10.586 - Power of general partner and person dissociated as general partner to bind partnership after dissolution.

25.10.591 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

25.10.596 - Known claims against dissolved limited partnership.

25.10.601 - Other claims against dissolved limited partnership.

25.10.606 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

25.10.611 - Administrative dissolution.

25.10.616 - Reinstatement following administrative dissolution.

25.10.621 - Disposition of assets—When contributions required.

25.10.641 - Effect of registration and governing law.

25.10.646 - Registration with the secretary of state.

25.10.651 - Activities not constituting transacting business.

25.10.661 - Name of foreign limited partnership.

25.10.666 - Termination of registration.

25.10.671 - Withdrawal of registration.

25.10.701 - Direct action by partner.

25.10.706 - Derivative action.

25.10.711 - Proper plaintiff.

25.10.716 - Pleading.

25.10.721 - Proceeds and expenses.

25.10.751 - Definitions.

25.10.756 - Conversion.

25.10.761 - Action on plan of conversion by converting limited partnership.

25.10.766 - Filings required for conversion—Effective date.

25.10.771 - Effect of conversion.

25.10.776 - Merger.

25.10.781 - Action on plan of merger by constituent limited partnership.

25.10.786 - Filings required for merger—Effective date.

25.10.791 - Effect of merger.

25.10.796 - Restrictions on approval of conversions and mergers and on relinquishing LLLP status.

25.10.801 - Liability of general partner after conversion or merger.

25.10.806 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

25.10.811 - Article not exclusive.

25.10.831 - Definitions.

25.10.836 - Partner—Dissent—Payment of fair value.

25.10.841 - Dissenters' rights—Notice—Timing.

25.10.846 - Partner—Dissent—Voting restriction.

25.10.851 - Partners—Dissenters' notice—Requirements.

25.10.856 - Partner—Payment demand—Entitlement.

25.10.861 - Partnership interests—Transfer restrictions.

25.10.866 - Payment of fair value—Requirements for compliance.

25.10.871 - Merger—Not effective within sixty days—Transfer restrictions.

25.10.876 - Dissenter's estimate of fair value—Notice.

25.10.881 - Unsettled demand for payment—Proceeding—Parties—Appraisers.

25.10.886 - Unsettled demand for payment—Costs, fees, and expenses of counsel.

25.10.901 - Uniformity of application and construction.

25.10.903 - Effective date—2009 c 188.

25.10.906 - Relation to electronic signatures in global and national commerce act.

25.10.911 - Application to existing relationships.

25.10.916 - Applicable fees, charges, and penalties.

25.10.921 - Authority to adopt rules.

25.10.926 - Savings clause.