Revised Code of Washington
Title 25 - Partnerships

25.05.015 - Effect of partnership agreement—Nonwaivable provisions. - RCW 25.05.015 Effect of partnership agreement—Nonwaivable provisions. (1) Except as...

25.05.020 - Supplemental principles of law. - RCW 25.05.020 Supplemental principles of law. (1) Unless displaced by...

25.05.025 - Delivery and filing of statements. - RCW 25.05.025 Delivery and filing of statements. (1) A statement...

25.05.030 - Governing law. - RCW 25.05.030 Governing law. (1) Except as otherwise provided in...

25.05.035 - Partnership subject to amendment or repeal of chapter. - RCW 25.05.035 Partnership subject to amendment or repeal of chapter....

25.05.050 - Partnership as entity. - RCW 25.05.050 Partnership as entity. (1) A partnership is an...

25.05.055 - Formation of partnership. - RCW 25.05.055 Formation of partnership. (1) Except as otherwise provided...

25.05.060 - Partnership property. - RCW 25.05.060 Partnership property. Property acquired by a partnership is...

25.05.065 - When property is partnership property. - RCW 25.05.065 When property is partnership property. (1) Property is...

25.05.100 - Partner agent of partnership. - RCW 25.05.100 Partner agent of partnership. Subject to the effect...

25.05.105 - Transfer of partnership property. - RCW 25.05.105 Transfer of partnership property. (1) Partnership property may...

25.05.110 - Statement of partnership authority. - RCW 25.05.110 Statement of partnership authority. (1) A partnership may...

25.05.115 - Statement of denial. - RCW 25.05.115 Statement of denial. A partner, or other person...

25.05.120 - Partnership liable for partner's actionable conduct. - RCW 25.05.120 Partnership liable for partner's actionable conduct. (1) A...

25.05.125 - Partner's liability. - RCW 25.05.125 Partner's liability. (1) Except as otherwise provided in...

25.05.130 - Actions by and against partnership and partners. - RCW 25.05.130 Actions by and against partnership and partners. (1)...

25.05.135 - Liability of purported partner. - RCW 25.05.135 Liability of purported partner. (1) If a person,...

25.05.150 - Partner's rights and duties. - RCW 25.05.150 Partner's rights and duties. (1) Each partner is...

25.05.155 - Distributions in kind. - RCW 25.05.155 Distributions in kind. A partner has no right...

25.05.160 - Partner's rights and duties with respect to information. - RCW 25.05.160 Partner's rights and duties with respect to information....

25.05.165 - General standards of partner's conduct. - RCW 25.05.165 General standards of partner's conduct. (1) The only...

25.05.170 - Actions by partnership and partners. - RCW 25.05.170 Actions by partnership and partners. (1) A partnership...

25.05.175 - Continuation of partnership beyond definite term or particular undertaking. - RCW 25.05.175 Continuation of partnership beyond definite term or particular...

25.05.200 - Partner not co-owner of partnership property. - RCW 25.05.200 Partner not co-owner of partnership property. A partner...

25.05.205 - Partner's transferable interest in partnership. - RCW 25.05.205 Partner's transferable interest in partnership. The only transferable...

25.05.210 - Transfer of partner's transferable interest. - RCW 25.05.210 Transfer of partner's transferable interest. (1) A transfer,...

25.05.215 - Partner's transferable interest subject to charging order. - RCW 25.05.215 Partner's transferable interest subject to charging order. (1)...

25.05.225 - Events causing partner's dissociation. - RCW 25.05.225 Events causing partner's dissociation. A partner is dissociated...

25.05.230 - Partner's power to dissociate—Wrongful dissociation. - RCW 25.05.230 Partner's power to dissociate—Wrongful dissociation. (1) A partner...

25.05.235 - Effect of partner's dissociation. - RCW 25.05.235 Effect of partner's dissociation. (1) If a partner's...

25.05.250 - Purchase of dissociated partner's interest. - RCW 25.05.250 Purchase of dissociated partner's interest. (1) If a...

25.05.255 - Dissociated partner's power to bind and liability to partnership. - RCW 25.05.255 Dissociated partner's power to bind and liability to...

25.05.260 - Dissociated partner's liability to other persons. - RCW 25.05.260 Dissociated partner's liability to other persons. (1) A...

25.05.265 - Statement of dissociation. - RCW 25.05.265 Statement of dissociation. (1) A dissociated partner or...

25.05.270 - Continued use of partnership name. - RCW 25.05.270 Continued use of partnership name. Continued use of...

25.05.300 - Events causing dissolution and winding up of partnership business. - RCW 25.05.300 Events causing dissolution and winding up of partnership...

25.05.305 - Partnership continues after dissolution. - RCW 25.05.305 Partnership continues after dissolution. (1) Subject to subsection...

25.05.310 - Right to wind up partnership business. - RCW 25.05.310 Right to wind up partnership business. (1) After...

25.05.315 - Partner's power to bind partnership after dissolution. - RCW 25.05.315 Partner's power to bind partnership after dissolution. Subject...

25.05.320 - Statement of dissolution. - RCW 25.05.320 Statement of dissolution. (1) After dissolution, a partner...

25.05.325 - Partner's liability to other partners after dissolution. - RCW 25.05.325 Partner's liability to other partners after dissolution. (1)...

25.05.330 - Settlement of accounts and contributions among partners. - RCW 25.05.330 Settlement of accounts and contributions among partners. (1)...

25.05.350 - Definitions. - RCW 25.05.350 Definitions. The definitions in this article [section] apply...

25.05.355 - Conversion of partnership to limited partnership. - RCW 25.05.355 Conversion of partnership to limited partnership. (1) A...

25.05.360 - Conversion of limited partnership to partnership. - RCW 25.05.360 Conversion of limited partnership to partnership. (1) A...

25.05.365 - Effect of conversion—Entity unchanged. - RCW 25.05.365 Effect of conversion—Entity unchanged. (1) A partnership or...

25.05.370 - Merger of partnerships. - RCW 25.05.370 Merger of partnerships. (1) One or more domestic...

25.05.375 - Merger—Plan—Approval. - RCW 25.05.375 Merger—Plan—Approval. (1) Unless otherwise provided in the partnership...

25.05.380 - Articles of merger—Filing. - RCW 25.05.380 Articles of merger—Filing. (1) Except as otherwise provided...

25.05.385 - Effect of merger. - RCW 25.05.385 Effect of merger. (1) When a merger takes...

25.05.390 - Merger—Foreign and domestic. - RCW 25.05.390 Merger—Foreign and domestic. (1) One or more foreign...

25.05.395 - Nonexclusive. - RCW 25.05.395 Nonexclusive. This article is not exclusive. Partnerships, limited...

25.05.420 - Definitions. - RCW 25.05.420 Definitions. The definitions in this section apply throughout...

25.05.425 - Partner—Dissent—Payment of fair value. - RCW 25.05.425 Partner—Dissent—Payment of fair value. (1) Except as provided...

25.05.430 - Dissenters' rights—Notice—Timing. - RCW 25.05.430 Dissenters' rights—Notice—Timing. (1) Not less than ten days...

25.05.435 - Partner—Dissent—Voting restriction. - RCW 25.05.435 Partner—Dissent—Voting restriction. A partner of a partnership who...

25.05.440 - Partners—Dissenters' notice—Requirements. - RCW 25.05.440 Partners—Dissenters' notice—Requirements. (1) If the plan of merger...

25.05.445 - Partner—Payment demand—Entitlement. - RCW 25.05.445 Partner—Payment demand—Entitlement. (1) A partner who demands payment...

25.05.450 - Partners' interests—Transfer restriction. - RCW 25.05.450 Partners' interests—Transfer restriction. The partnership agreement may restrict...

25.05.455 - Payment of fair value—Requirements for compliance. - RCW 25.05.455 Payment of fair value—Requirements for compliance. (1) Within...

25.05.460 - Merger—Not effective within sixty days—Transfer restrictions. - RCW 25.05.460 Merger—Not effective within sixty days—Transfer restrictions. (1) If...

25.05.465 - Dissenter's estimate of fair value—Notice. - RCW 25.05.465 Dissenter's estimate of fair value—Notice. (1) A dissenting...

25.05.470 - Unsettled demand for payment—Proceeding—Parties—Appraisers. - RCW 25.05.470 Unsettled demand for payment—Proceeding—Parties—Appraisers. (1) If a demand...

25.05.475 - Unsettled demand for payment—Costs—Fees and expenses of counsel. - RCW 25.05.475 Unsettled demand for payment—Costs—Fees and expenses of counsel....

25.05.500 - Formation—Registration—Application—Registered agent—Fee. - RCW 25.05.500 Formation—Registration—Application—Registered agent—Fee. (1) A partnership which is not...

25.05.505 - Name. - RCW 25.05.505 Name. The name of a limited liability partnership...

25.05.510 - Rendering professional services. - RCW 25.05.510 Rendering professional services. (1) A person or group...

25.05.530 - Change of registered agent for service of process. - RCW 25.05.530 Change of registered agent for service of process....

25.05.533 - Resignation of registered agent for service of process. - RCW 25.05.533 Resignation of registered agent for service of process....

25.05.536 - Service of process. - RCW 25.05.536 Service of process. Service of any process, notice,...

25.05.550 - Foreign limited liability partnership—Effect of registration and governing law. - RCW 25.05.550 Foreign limited liability partnership—Effect of registration and governing...

25.05.555 - Registration requirement. - RCW 25.05.555 Registration requirement. Before transacting business in this state,...

25.05.560 - Failure to register—Penalties—Service of process. - RCW 25.05.560 Failure to register—Penalties—Service of process. A foreign limited...

25.05.565 - Activities not constituting transacting business. - RCW 25.05.565 Activities not constituting transacting business. A nonexhaustive list...

25.05.580 - Registered agent—Designation and maintenance. - RCW 25.05.580 Registered agent—Designation and maintenance. A foreign limited liability...

25.05.583 - Change of registered agent for service of process. - RCW 25.05.583 Change of registered agent for service of process....

25.05.586 - Resignation of registered agent. - RCW 25.05.586 Resignation of registered agent. A registered agent of...

25.05.589 - Service of process. - RCW 25.05.589 Service of process. Service of any process, notice,...

25.05.901 - Dates of applicability. - RCW 25.05.901 Dates of applicability. (1) Before January 1, 1999,...

25.05.902 - Applicable fees, charges, and penalties. - RCW 25.05.902 Applicable fees, charges, and penalties. Partnerships are subject...

25.05.903 - Authority to adopt rules—Secretary of state. - RCW 25.05.903 Authority to adopt rules—Secretary of state. The secretary...

25.05.904 - Uniformity of application and construction—1998 c 103. - RCW 25.05.904 Uniformity of application and construction—1998 c 103. This...

25.05.905 - Short title—1998 c 103. - RCW 25.05.905 Short title—1998 c 103. This chapter may be...

25.05.907 - Savings clause—1998 c 103. - RCW 25.05.907 Savings clause—1998 c 103. This act does not...

Chapter 25.10 - Uniform Limited Partnership Act.

25.10.006 - Short title. - RCW 25.10.006 Short title. This chapter may be known and...

25.10.011 - Definitions. - RCW 25.10.011 Definitions. The definitions in this section apply throughout...

25.10.016 - Knowledge and notice. - RCW 25.10.016 Knowledge and notice. (1) A person knows a...

25.10.021 - Nature, purpose, and duration of entity. - RCW 25.10.021 Nature, purpose, and duration of entity. (1) A...

25.10.031 - Powers. - RCW 25.10.031 Powers. A limited partnership has the powers to...

25.10.041 - Governing law. - RCW 25.10.041 Governing law. The law of this state governs...

25.10.051 - Supplemental principles of law—Rate of interest. - RCW 25.10.051 Supplemental principles of law—Rate of interest. (1) Unless...

25.10.061 - Name. - RCW 25.10.061 Name. The name of a limited partnership must...

25.10.071 - Reservation of name. - RCW 25.10.071 Reservation of name. A person may reserve the...

25.10.081 - Effect of partnership agreement—Nonwaivable provisions. - RCW 25.10.081 Effect of partnership agreement—Nonwaivable provisions. (1) Except as...

25.10.091 - Required information. - RCW 25.10.091 Required information. A limited partnership shall maintain at...

25.10.101 - Business transactions of partner with partnership. - RCW 25.10.101 Business transactions of partner with partnership. A partner...

25.10.111 - Dual capacity. - RCW 25.10.111 Dual capacity. A person may be both a...

25.10.121 - Registered agent—Requirements. - RCW 25.10.121 Registered agent—Requirements. A limited partnership or foreign limited...

25.10.131 - Change of registered agent for service of process. - RCW 25.10.131 Change of registered agent for service of process....

25.10.141 - Resignation of agent for service of process. - RCW 25.10.141 Resignation of agent for service of process. A...

25.10.151 - Service of process. - RCW 25.10.151 Service of process. Service of any process, notice,...

25.10.161 - Consent and proxies of partners. - RCW 25.10.161 Consent and proxies of partners. Action requiring the...

25.10.201 - Formation of limited partnership—Certificate of limited partnership. - RCW 25.10.201 Formation of limited partnership—Certificate of limited partnership. (1)...

25.10.211 - Amendment or restatement of certificate of limited partnership. - RCW 25.10.211 Amendment or restatement of certificate of limited partnership....

25.10.221 - Statement of termination. - RCW 25.10.221 Statement of termination. A dissolved limited partnership that...

25.10.231 - Signing of records. - RCW 25.10.231 Signing of records. (1) Each record delivered to...

25.10.241 - Signing and filing pursuant to judicial order. - RCW 25.10.241 Signing and filing pursuant to judicial order. If...

25.10.251 - Delivery to and filing of records by secretary of state—Effective time and date. - RCW 25.10.251 Delivery to and filing of records by secretary...

25.10.261 - Correcting filed record. - RCW 25.10.261 Correcting filed record. A limited partnership or foreign...

25.10.271 - Liability for false information in filed record. - RCW 25.10.271 Liability for false information in filed record. (1)...

25.10.281 - Certificate of existence or registration. - RCW 25.10.281 Certificate of existence or registration. Any person may...

25.10.291 - Annual report for secretary of state. - RCW 25.10.291 Annual report for secretary of state. A limited...

25.10.301 - Becoming limited partner. - RCW 25.10.301 Becoming limited partner. A person becomes a limited...

25.10.311 - No right or power as limited partner to bind limited partnership. - RCW 25.10.311 No right or power as limited partner to...

25.10.321 - No liability as limited partner for limited partnership obligations. - RCW 25.10.321 No liability as limited partner for limited partnership...

25.10.331 - Right of limited partner and former limited partner to information. - RCW 25.10.331 Right of limited partner and former limited partner...

25.10.341 - Limited duties of limited partners. - RCW 25.10.341 Limited duties of limited partners. (1) A limited...

25.10.351 - Person erroneously believing self to be limited partner. - RCW 25.10.351 Person erroneously believing self to be limited partner....

25.10.371 - Becoming general partner. - RCW 25.10.371 Becoming general partner. A person becomes a general...

25.10.381 - General partner agent of limited partnership. - RCW 25.10.381 General partner agent of limited partnership. (1) Each...

25.10.391 - Limited partnership liable for general partner's actionable conduct. - RCW 25.10.391 Limited partnership liable for general partner's actionable conduct....

25.10.401 - General partner's liability. - RCW 25.10.401 General partner's liability. (1) Except as otherwise provided...

25.10.411 - Actions by and against partnership and partners. - RCW 25.10.411 Actions by and against partnership and partners. (1)...

25.10.421 - Management rights of general partner. - RCW 25.10.421 Management rights of general partner. (1) Each general...

25.10.431 - Right of general partner and former general partner to information. - RCW 25.10.431 Right of general partner and former general partner...

25.10.441 - General standards of general partner's conduct. - RCW 25.10.441 General standards of general partner's conduct. (1) The...

25.10.461 - Form of contribution. - RCW 25.10.461 Form of contribution. A contribution of a partner...

25.10.466 - Liability for contribution. - RCW 25.10.466 Liability for contribution. (1) A partner's obligation to...

25.10.471 - Sharing of distributions. - RCW 25.10.471 Sharing of distributions. A distribution by a limited...

25.10.476 - Interim distributions. - RCW 25.10.476 Interim distributions. A partner does not have a...

25.10.481 - No distribution on account of dissociation. - RCW 25.10.481 No distribution on account of dissociation. A person...

25.10.486 - Distribution in kind. - RCW 25.10.486 Distribution in kind. A partner does not have...

25.10.491 - Right to distribution. - RCW 25.10.491 Right to distribution. When a partner or transferee...

25.10.496 - Limitations on distribution. - RCW 25.10.496 Limitations on distribution. (1) A limited partnership may...

25.10.501 - Liability for improper distributions. - RCW 25.10.501 Liability for improper distributions. (1) A general partner...

25.10.511 - Dissociation as limited partner. - RCW 25.10.511 Dissociation as limited partner. (1) A person does...

25.10.516 - Effect of dissociation as limited partner. - RCW 25.10.516 Effect of dissociation as limited partner. (1) Upon...

25.10.521 - Dissociation as general partner. - RCW 25.10.521 Dissociation as general partner. A person is dissociated...

25.10.526 - Person's power to dissociate as general partner—Wrongful dissociation. - RCW 25.10.526 Person's power to dissociate as general partner—Wrongful dissociation....

25.10.531 - Effect of dissociation as general partner. - RCW 25.10.531 Effect of dissociation as general partner. (1) Upon...

25.10.536 - Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. - RCW 25.10.536 Power to bind and liability to limited partnership...

25.10.541 - Liability to other persons of person dissociated as general partner. - RCW 25.10.541 Liability to other persons of person dissociated as...

25.10.546 - Partner's transferable interest. - RCW 25.10.546 Partner's transferable interest. The only interest of a...

25.10.551 - Transfer of partner's transferable interest. - RCW 25.10.551 Transfer of partner's transferable interest. (1) A transfer,...

25.10.556 - Rights of creditor of partner or transferee. - RCW 25.10.556 Rights of creditor of partner or transferee. (1)...

25.10.561 - Power of estate of deceased partner. - RCW 25.10.561 Power of estate of deceased partner. If a...

25.10.571 - Nonjudicial dissolution. - RCW 25.10.571 Nonjudicial dissolution. Except as otherwise provided in RCW...

25.10.576 - Judicial dissolution. - RCW 25.10.576 Judicial dissolution. On application by a partner the...

25.10.581 - Winding up. - RCW 25.10.581 Winding up. (1) A limited partnership continues after...

25.10.586 - Power of general partner and person dissociated as general partner to bind partnership after dissolution. - RCW 25.10.586 Power of general partner and person dissociated as...

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. - RCW 25.10.591 Liability after dissolution of general partner and person...

25.10.596 - Known claims against dissolved limited partnership. - RCW 25.10.596 Known claims against dissolved limited partnership. (1) A...

25.10.601 - Other claims against dissolved limited partnership. - RCW 25.10.601 Other claims against dissolved limited partnership. (1) A...

25.10.606 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred. - RCW 25.10.606 Liability of general partner and person dissociated as...

25.10.611 - Administrative dissolution. - RCW 25.10.611 Administrative dissolution. The secretary of state may dissolve...

25.10.616 - Reinstatement following administrative dissolution. - RCW 25.10.616 Reinstatement following administrative dissolution. A limited partnership that...

25.10.621 - Disposition of assets—When contributions required. - RCW 25.10.621 Disposition of assets—When contributions required. (1) In winding...

25.10.641 - Effect of registration and governing law. - RCW 25.10.641 Effect of registration and governing law. A foreign...

25.10.646 - Registration with the secretary of state. - RCW 25.10.646 Registration with the secretary of state. Before transacting...

25.10.651 - Activities not constituting transacting business. - RCW 25.10.651 Activities not constituting transacting business. A nonexhaustive list...

25.10.661 - Name of foreign limited partnership. - RCW 25.10.661 Name of foreign limited partnership. The name of...

25.10.666 - Termination of registration. - RCW 25.10.666 Termination of registration. The secretary of state may...

25.10.671 - Withdrawal of registration. - RCW 25.10.671 Withdrawal of registration. In order to withdraw its...

25.10.701 - Direct action by partner. - RCW 25.10.701 Direct action by partner. (1) Subject to subsection...

25.10.706 - Derivative action. - RCW 25.10.706 Derivative action. A partner may maintain a derivative...

25.10.711 - Proper plaintiff. - RCW 25.10.711 Proper plaintiff. A derivative action may be maintained...

25.10.716 - Pleading. - RCW 25.10.716 Pleading. In a derivative action, the complaint must...

25.10.721 - Proceeds and expenses. - RCW 25.10.721 Proceeds and expenses. (1) Except as otherwise provided...

25.10.751 - Definitions. - RCW 25.10.751 Definitions. In this article: (1) "Constituent limited partnership"...

25.10.756 - Conversion. - RCW 25.10.756 Conversion. (1) An organization other than a limited...

25.10.761 - Action on plan of conversion by converting limited partnership. - RCW 25.10.761 Action on plan of conversion by converting limited...

25.10.766 - Filings required for conversion—Effective date. - RCW 25.10.766 Filings required for conversion—Effective date. (1) After a...

25.10.771 - Effect of conversion. - RCW 25.10.771 Effect of conversion. (1) An organization that has...

25.10.776 - Merger. - RCW 25.10.776 Merger. (1) A limited partnership may merge with...

25.10.781 - Action on plan of merger by constituent limited partnership. - RCW 25.10.781 Action on plan of merger by constituent limited...

25.10.786 - Filings required for merger—Effective date. - RCW 25.10.786 Filings required for merger—Effective date. (1) After each...

25.10.791 - Effect of merger. - RCW 25.10.791 Effect of merger. (1) When a merger becomes...

25.10.796 - Restrictions on approval of conversions and mergers and on relinquishing LLLP status. - RCW 25.10.796 Restrictions on approval of conversions and mergers and...

25.10.801 - Liability of general partner after conversion or merger. - RCW 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. - RCW 25.10.806 Power of general partners and persons dissociated as...

25.10.811 - Article not exclusive. - RCW 25.10.811 Article not exclusive. This article does not preclude...

25.10.831 - Definitions. - RCW 25.10.831 Definitions. In this article: (1) "Dissenter" means a...

25.10.836 - Partner—Dissent—Payment of fair value. - RCW 25.10.836 Partner—Dissent—Payment of fair value. (1) Except as provided...

25.10.841 - Dissenters' rights—Notice—Timing. - RCW 25.10.841 Dissenters' rights—Notice—Timing. (1) Not less than ten days...

25.10.846 - Partner—Dissent—Voting restriction. - RCW 25.10.846 Partner—Dissent—Voting restriction. A partner who is entitled to...

25.10.851 - Partners—Dissenters' notice—Requirements. - RCW 25.10.851 Partners—Dissenters' notice—Requirements. (1) If the plan of merger...

25.10.856 - Partner—Payment demand—Entitlement. - RCW 25.10.856 Partner—Payment demand—Entitlement. (1) A partner who demands payment...

25.10.861 - Partnership interests—Transfer restrictions. - RCW 25.10.861 Partnership interests—Transfer restrictions. The limited partnership may restrict...

25.10.866 - Payment of fair value—Requirements for compliance. - RCW 25.10.866 Payment of fair value—Requirements for compliance. (1) Within...

25.10.871 - Merger—Not effective within sixty days—Transfer restrictions. - RCW 25.10.871 Merger—Not effective within sixty days—Transfer restrictions. (1) If...

25.10.876 - Dissenter's estimate of fair value—Notice. - RCW 25.10.876 Dissenter's estimate of fair value—Notice. (1) A dissenter...

25.10.881 - Unsettled demand for payment—Proceeding—Parties—Appraisers. - RCW 25.10.881 Unsettled demand for payment—Proceeding—Parties—Appraisers. (1) If a demand...

25.10.886 - Unsettled demand for payment—Costs, fees, and expenses of counsel. - RCW 25.10.886 Unsettled demand for payment—Costs, fees, and expenses of...

25.10.901 - Uniformity of application and construction. - RCW 25.10.901 Uniformity of application and construction. In applying and...

25.10.903 - Effective date—2009 c 188. - RCW 25.10.903 Effective date—2009 c 188. This chapter takes effect...

25.10.906 - Relation to electronic signatures in global and national commerce act. - RCW 25.10.906 Relation to electronic signatures in global and national...

25.10.911 - Application to existing relationships. - RCW 25.10.911 Application to existing relationships. (1) Before July 1,...

25.10.916 - Applicable fees, charges, and penalties. - RCW 25.10.916 Applicable fees, charges, and penalties. Limited partnerships are...

25.10.921 - Authority to adopt rules. - RCW 25.10.921 Authority to adopt rules. The secretary of state...

25.10.926 - Savings clause. - RCW 25.10.926 Savings clause. This chapter does not affect an...

Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945.

25.12.005 - Application of chapter. - RCW 25.12.005 Application of chapter. The provisions of this chapter...

25.12.010 - Limited partnership may be formed. - RCW 25.12.010 Limited partnership may be formed. Limited partnerships for...

25.12.020 - Of whom composed—Liability of members. - RCW 25.12.020 Of whom composed—Liability of members. A limited partnership...

25.12.030 - Certificate to be made, acknowledged and filed. - RCW 25.12.030 Certificate to be made, acknowledged and filed. The...

25.12.040 - Certificate of partnership—Publication. - RCW 25.12.040 Certificate of partnership—Publication. The partnership cannot commence before...

25.12.050 - Renewal of limited partnership. - RCW 25.12.050 Renewal of limited partnership. A limited partnership may...

25.12.060 - Name of firm—When special partner liable as general partner. - RCW 25.12.060 Name of firm—When special partner liable as general...

25.12.070 - Withdrawal of stock and profits—Effect. - RCW 25.12.070 Withdrawal of stock and profits—Effect. During the continuance...

25.12.080 - Suits by and against limited partnership—Parties. - RCW 25.12.080 Suits by and against limited partnership—Parties. All actions,...

25.12.090 - Dissolution, how accomplished. - RCW 25.12.090 Dissolution, how accomplished. No dissolution of a limited...

25.12.100 - Liabilities and rights of members of firm. - RCW 25.12.100 Liabilities and rights of members of firm. In...

Chapter 25.15 - Limited Liability Companies.

25.15.006 - Definitions. - RCW 25.15.006 Definitions. The definitions in this section apply throughout...

25.15.011 - Name of limited liability company. - RCW 25.15.011 Name of limited liability company. The name of...

25.15.016 - Reserved name. - RCW 25.15.016 Reserved name. (1) Reserved Name—Domestic Limited Liability Company....

25.15.018 - Effect of limited liability company agreement—Nonwaivable provisions. - RCW 25.15.018 Effect of limited liability company agreement—Nonwaivable provisions. (1)...

25.15.021 - Registered agent. - RCW 25.15.021 Registered agent. (1) Each limited liability company shall...

25.15.026 - Service of process, notice, or demand. - RCW 25.15.026 Service of process, notice, or demand. Service of...

25.15.031 - Purpose and powers. - RCW 25.15.031 Purpose and powers. (1) A limited liability company...

25.15.033 - Law of this state governs. - RCW 25.15.033 Law of this state governs. The law of...

25.15.036 - Business transactions of member or manager with the limited liability company. - RCW 25.15.036 Business transactions of member or manager with the...

25.15.038 - General standards—Limitation of liability. - RCW 25.15.038 General standards—Limitation of liability. (1)(a) The only fiduciary...

25.15.041 - Indemnification. - RCW 25.15.041 Indemnification. (1) A limited liability company may indemnify...

25.15.046 - Professional limited liability companies. - RCW 25.15.046 Professional limited liability companies. (1) A person or...

25.15.048 - Professional limited liability company—Licensing. - RCW 25.15.048 Professional limited liability company—Licensing. (1) No limited liability...

25.15.051 - Foreign professional limited liability company. - RCW 25.15.051 Foreign professional limited liability company. A foreign professional...

25.15.054 - Membership residency. - RCW 25.15.054 Membership residency. This chapter does not require a...

25.15.061 - Piercing the veil. - RCW 25.15.061 Piercing the veil. Members of a limited liability...

25.15.071 - Formation—Certificate of formation. - RCW 25.15.071 Formation—Certificate of formation. (1) In order to form...

25.15.076 - Amendment to certificate of formation. - RCW 25.15.076 Amendment to certificate of formation. (1) A certificate...

25.15.081 - Restated certificate. - RCW 25.15.081 Restated certificate. (1) A limited liability company may,...

25.15.086 - Execution. - RCW 25.15.086 Execution. Each record required or permitted by this...

25.15.091 - Execution or amendment by judicial order. - RCW 25.15.091 Execution or amendment by judicial order. (1) If...

25.15.096 - Duty of secretary of state to file—Review of refusal to file. - RCW 25.15.096 Duty of secretary of state to file—Review of...

25.15.106 - Initial and annual reports. - RCW 25.15.106 Initial and annual reports. Each domestic limited liability...

25.15.116 - Admission of members. - RCW 25.15.116 Admission of members. (1) In connection with the...

25.15.121 - Voting and classes of membership. - RCW 25.15.121 Voting and classes of membership. (1) Except as...

25.15.126 - Liability of members and managers to third parties. - RCW 25.15.126 Liability of members and managers to third parties....

25.15.131 - Member dissociation. - RCW 25.15.131 Member dissociation. (1) A person is dissociated as...

25.15.136 - Records and information. - RCW 25.15.136 Records and information. (1) A limited liability company...

25.15.141 - Remedies for breach of limited liability company agreement by member. - RCW 25.15.141 Remedies for breach of limited liability company agreement...

25.15.151 - Member-managed limited liability companies. - RCW 25.15.151 Member-managed limited liability companies. (1) If the limited...

25.15.154 - Manager-managed limited liability companies. - RCW 25.15.154 Manager-managed limited liability companies. (1) If the limited...

25.15.157 - Delegation of rights and powers to manage. - RCW 25.15.157 Delegation of rights and powers to manage. A...

25.15.161 - Manager—Member's rights and duties. - RCW 25.15.161 Manager—Member's rights and duties. A person who is...

25.15.166 - Voting and classes of managers. - RCW 25.15.166 Voting and classes of managers. (1) In a...

25.15.171 - Remedies for breach of limited liability company agreement by manager. - RCW 25.15.171 Remedies for breach of limited liability company agreement...

25.15.176 - Resignation of manager. - RCW 25.15.176 Resignation of manager. A manager may resign as...

25.15.181 - Loss of sole remaining manager. - RCW 25.15.181 Loss of sole remaining manager. In the event...

25.15.191 - Form of contribution. - RCW 25.15.191 Form of contribution. The contribution of a member...

25.15.196 - Liability for contribution. - RCW 25.15.196 Liability for contribution. (1) A member is obligated...

25.15.206 - Allocation of distributions. - RCW 25.15.206 Allocation of distributions. Distributions of a limited liability...

25.15.211 - Interim distributions. - RCW 25.15.211 Interim distributions. A member does not have a...

25.15.216 - Distribution following dissociation. - RCW 25.15.216 Distribution following dissociation. A member does not have...

25.15.221 - Distribution in-kind. - RCW 25.15.221 Distribution in-kind. A member, regardless of the nature...

25.15.226 - Right to distribution. - RCW 25.15.226 Right to distribution. Subject to RCW 25.15.231 and...

25.15.231 - Limitations on distribution. - RCW 25.15.231 Limitations on distribution. (1) A limited liability company...

25.15.236 - Liability for improper distributions. - RCW 25.15.236 Liability for improper distributions. (1) Except as otherwise...

25.15.246 - Nature of limited liability company interest—Certificate of interest. - RCW 25.15.246 Nature of limited liability company interest—Certificate of interest....

25.15.251 - Transfer of transferable interest. - RCW 25.15.251 Transfer of transferable interest. (1) A transfer, in...

25.15.256 - Rights of judgment creditor. - RCW 25.15.256 Rights of judgment creditor. (1) On application to...

25.15.265 - Dissolution. - RCW 25.15.265 Dissolution. A limited liability company is dissolved and...

25.15.269 - After dissolution under RCW 25.15.265. - RCW 25.15.269 After dissolution under RCW 25.15.265. (1) After dissolution...

25.15.274 - Judicial dissolution. - RCW 25.15.274 Judicial dissolution. On application by a member or...

25.15.279 - Administrative dissolution—Commencement of proceeding. - RCW 25.15.279 Administrative dissolution—Commencement of proceeding. The secretary of state...

25.15.289 - Administrative dissolution—Reinstatement. - RCW 25.15.289 Administrative dissolution—Reinstatement. A limited liability company that has...

25.15.294 - Voluntary dissolution—Revocation of dissolution—When effective—Effect. - RCW 25.15.294 Voluntary dissolution—Revocation of dissolution—When effective—Effect. (1) A limited...

25.15.297 - Winding up. - RCW 25.15.297 Winding up. (1) A limited liability company continues...

25.15.301 - Disposition of known claims—Definition. - RCW 25.15.301 Disposition of known claims—Definition. (1) A dissolved limited...

25.15.305 - Distribution of assets. - RCW 25.15.305 Distribution of assets. (1) Upon the winding up...

25.15.309 - Remedies available after distribution. - RCW 25.15.309 Remedies available after distribution. (1) A claim against...

25.15.316 - Law governing. - RCW 25.15.316 Law governing. A foreign limited liability company registered...

25.15.321 - Registration required. - RCW 25.15.321 Registration required. Before doing business in this state,...

25.15.331 - Name—Registered agent. - RCW 25.15.331 Name—Registered agent. (1) A foreign limited liability company...

25.15.336 - Amendments to application. - RCW 25.15.336 Amendments to application. A registered foreign limited liability...

25.15.341 - Withdrawal of registration. - RCW 25.15.341 Withdrawal of registration. A foreign limited liability company...

25.15.346 - Doing business without registration. - RCW 25.15.346 Doing business without registration. A foreign limited liability...

25.15.351 - Enjoinder from doing business in this state. - RCW 25.15.351 Enjoinder from doing business in this state. A...

25.15.356 - Activities not constituting transacting business. - RCW 25.15.356 Activities not constituting transacting business. A nonexhaustive list...

25.15.361 - Service of process on registered foreign limited liability companies. - RCW 25.15.361 Service of process on registered foreign limited liability...

25.15.367 - Service of process on unregistered foreign limited liability companies. - RCW 25.15.367 Service of process on unregistered foreign limited liability...

25.15.371 - Termination of registration. - RCW 25.15.371 Termination of registration. The secretary of state may...

25.15.386 - Right to bring action. - RCW 25.15.386 Right to bring action. A member may bring...

25.15.391 - Proper plaintiff. - RCW 25.15.391 Proper plaintiff. In a derivative action, the plaintiff...

25.15.396 - Complaint. - RCW 25.15.396 Complaint. In a derivative action, the complaint must...

25.15.401 - Expenses. - RCW 25.15.401 Expenses. If a derivative action is successful, in...

25.15.411 - Definitions. - RCW 25.15.411 Definitions. In this article: (1) "Constituent limited liability...

25.15.416 - Merger—Plan. - RCW 25.15.416 Merger—Plan. (1) A limited liability company may merge...

25.15.421 - Merger—Plan—Approval. - RCW 25.15.421 Merger—Plan—Approval. (1) A plan of merger of a...

25.15.426 - Articles of merger—Filing—Effective date. - RCW 25.15.426 Articles of merger—Filing—Effective date. (1) After each constituent...

25.15.431 - Effect of merger. - RCW 25.15.431 Effect of merger. (1) When a merger becomes...

25.15.436 - Conversion. - RCW 25.15.436 Conversion. (1) An organization other than a limited...

25.15.441 - Action on plan of conversion by converting limited liability company. - RCW 25.15.441 Action on plan of conversion by converting limited...

25.15.446 - Filing required for conversion—Effective date. - RCW 25.15.446 Filing required for conversion—Effective date. (1) After a...

25.15.451 - Effect of conversion. - RCW 25.15.451 Effect of conversion. (1) An organization that has...

25.15.456 - Restrictions on approval of conversions. - RCW 25.15.456 Restrictions on approval of conversions. If a member...

25.15.466 - Definitions. - RCW 25.15.466 Definitions. In this article: (1) "Dissenter" means a...

25.15.471 - Member—Dissent—Payment of fair value. - RCW 25.15.471 Member—Dissent—Payment of fair value. (1) Except as provided...

25.15.476 - Dissenters' rights—Notice—Timing. - RCW 25.15.476 Dissenters' rights—Notice—Timing. (1) Not less than ten days...

25.15.481 - Member—Dissent—Voting restriction. - RCW 25.15.481 Member—Dissent—Voting restriction. A member of a limited liability...

25.15.486 - Members—Dissenters' notice—Requirement. - RCW 25.15.486 Members—Dissenters' notice—Requirement. (1) If the plan of merger...

25.15.491 - Member—Payment demand—Entitlement. - RCW 25.15.491 Member—Payment demand—Entitlement. (1) A member of a limited...

25.15.496 - Members' interests—Transfer restriction. - RCW 25.15.496 Members' interests—Transfer restriction. The limited liability company may...

25.15.501 - Payment of fair value—Requirements for compliance. - RCW 25.15.501 Payment of fair value—Requirements for compliance. (1) Within...

25.15.506 - Merger—Not effective within sixty days—Transfer restrictions. - RCW 25.15.506 Merger—Not effective within sixty days—Transfer restrictions. (1) If...

25.15.511 - Dissenter's estimate of fair value—Notice. - RCW 25.15.511 Dissenter's estimate of fair value—Notice. (1) A dissenter...

25.15.516 - Unsettled demand for payment—Proceeding—Parties—Appraisers. - RCW 25.15.516 Unsettled demand for payment—Proceeding—Parties—Appraisers. (1) If a demand...

25.15.521 - Unsettled demand for payment—Costs—Fees and expenses of counsel. - RCW 25.15.521 Unsettled demand for payment—Costs—Fees and expenses of counsel....

25.15.801 - Construction and application of chapter and limited liability company agreement. - RCW 25.15.801 Construction and application of chapter and limited liability...

25.15.806 - Applicable fees, charges, and penalties. - RCW 25.15.806 Applicable fees, charges, and penalties. Limited liability companies...

25.15.811 - Authority to adopt rules. - RCW 25.15.811 Authority to adopt rules. The secretary of state...

25.15.903 - Effective date—2015 c 188. - RCW 25.15.903 Effective date—2015 c 188. This act takes effect...

25.15.904 - Short title. - RCW 25.15.904 Short title. This chapter may be known and...

25.15.905 - Chapter application. - RCW 25.15.905 Chapter application. This chapter does not affect an...

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Revised Code of Washington Title 25 - Partnerships

Revised Code of Washington
Title 25 - Partnerships