Revised Code of Washington
Chapter 25.10 - Uniform Limited Partnership Act.
25.10.231 - Signing of records.

RCW 25.10.231
Signing of records.

(1) Each record delivered to the secretary of state for filing pursuant to Article 2 of chapter 23.95 RCW must be signed in the following manner:
(a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
(b) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
(c) An amendment designating as general partner a person admitted under RCW 25.10.571(3)(b) following the dissociation of a limited partnership's last general partner must be signed by that person.
(d) An amendment required by RCW 25.10.581(3) following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person.
(e) Any other amendment must be signed by:
(i) At least one general partner listed in the certificate of limited partnership;
(ii) Each other person designated in the amendment as a new general partner; and
(iii) Each person that the amendment indicates has dissociated as a general partner, unless:
(A) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(B) The person has previously delivered to the secretary of state for filing a statement of dissociation.
(f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other subsection of this subsection (1), the certificate must be signed in a manner that satisfies that subsection.
(g) A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to RCW 25.10.581 (3) or (4) to wind up the dissolved limited partnership's activities.
(h) Articles of conversion must be signed by each general partner listed in the certificate of limited partnership.
(i) Articles of merger must be signed as provided in RCW 25.10.786(1).
(j) Any other record delivered on behalf of a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate of limited partnership.
(k) A statement by a person pursuant to RCW 25.10.531(1)(d) stating that the person has dissociated as a general partner must be signed by that person.
(l) A statement of withdrawal by a person pursuant to RCW 25.10.351 must be signed by that person.
(m) A record delivered on behalf of a foreign limited partnership to the secretary of state for filing must be signed by at least one general partner of the foreign limited partnership.
(n) Any other record delivered on behalf of any person to the secretary of state for filing must be signed by that person.
(2) Any person may sign by an agent any record to be delivered to the secretary of state for filing under Article 2 of chapter 23.95 RCW.

[ 2015 c 176 § 6110; 2009 c 188 § 204.]
NOTES:

Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

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.