RCW 25.10.341
Limited duties of limited partners.
(1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
(2) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(3) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest.
[ 2009 c 188 § 305.]
Structure Revised Code of Washington
Chapter 25.10 - Uniform Limited Partnership Act.
25.10.016 - Knowledge and notice.
25.10.021 - Nature, purpose, and duration of entity.
25.10.051 - Supplemental principles of law—Rate of interest.
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.
25.10.121 - 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.
25.10.541 - 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.
25.10.596 - Known claims against dissolved limited partnership.
25.10.601 - Other claims against dissolved limited partnership.
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.
25.10.721 - Proceeds and expenses.
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.
25.10.781 - Action on plan of merger by constituent limited partnership.
25.10.786 - Filings required for merger—Effective date.
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.
25.10.811 - Article not exclusive.
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.