Revised Code of Washington
Chapter 25.10 - Uniform Limited Partnership Act.
25.10.091 - Required information.

RCW 25.10.091
Required information.

A limited partnership shall maintain at its designated office the following information:
(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3) A copy of any filed articles of conversion or merger;
(4) A copy of the limited partnership's federal, state, and local tax returns and reports, if any, for the three most recent years;
(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) A copy of any financial statement of the limited partnership for the three most recent years;
(7) A copy of the three most recent annual reports delivered by the limited partnership to the secretary of state pursuant to RCW 25.10.291;
(8) A copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9) Unless contained in a partnership agreement made in a record, a record stating:
(a) The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
(b) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(c) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(d) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.

[ 2009 c 188 § 111.]

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.