Revised Code of Washington
Chapter 25.10 - Uniform Limited Partnership Act.
25.10.766 - Filings required for conversion—Effective date.

RCW 25.10.766
Filings required for conversion—Effective date.

(1) After a plan of conversion is approved:
(a) A converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include:
(i) A statement that the limited partnership has been converted into another organization;
(ii) The name and form of the organization and the jurisdiction of its governing statute;
(iii) The date the conversion is effective under the governing statute of the converted organization;
(iv) A statement that the conversion was approved as required by this chapter;
(v) A statement that the conversion was approved as required by the governing statute of the converted organization; and
(vi) If the converted organization is a foreign organization not registered to transact business in this state, the street and mailing address of the organization's principal office that may be used for service of process under RCW 23.95.450; and
(b) If the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by RCW 25.10.201:
(i) A statement that the limited partnership was converted from another organization;
(ii) The name and form of the organization and the jurisdiction of its governing statute; and
(iii) A statement that the conversion was approved in a manner that complied with the organization's governing statute.
(2) A conversion becomes effective:
(a) If the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and
(b) If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.

[ 2015 c 176 § 6126; 2009 c 188 § 1104.]
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.