RCW 25.10.836
Partner—Dissent—Payment of fair value.
(1) Except as provided in RCW 25.10.846 or 25.10.856(2), a partner of a domestic limited partnership is entitled to dissent from, and obtain payment of, the fair value of the partner's partnership interest in the event of consummation of a plan of merger to which the limited partnership is a party as permitted by RCW 25.10.776.
(2) A partner entitled to dissent and obtain payment for the partner's partnership interest under this article may not challenge the merger creating the partner's entitlement unless the merger fails to comply with the procedural requirements imposed by this chapter, Title 23B RCW, chapter 25.05 RCW, chapter 25.15 RCW, or the partnership agreement, or is fraudulent with respect to the partner or the limited partnership.
(3) The right of a dissenting partner to obtain payment of the fair value of the partner's partnership interest shall terminate upon the occurrence of any one of the following events:
(a) The proposed merger is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets aside the merger; or
(c) The partner's demand for payment is withdrawn with the written consent of the limited partnership.
[ 2009 c 188 § 1202.]
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.