Title 25 — Title 25 PARTNERSHIPS
4 chapters · 315 sections in this title.
RCW 25.10.846 Partner—Dissent—Voting restriction.
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A partner who is entitled to vote on or approve the plan of merger and who wishes to assert dissenters' rights must not vote in favor of or approve the plan of merger. A partner who does not satisfy the requirements of this section is not entitled to payment for the partner's int…
RCW 25.10.851 Partners—Dissenters' notice—Requirements.
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(1) If the plan of merger is approved, the limited partnership shall deliver a written dissenters' notice to all partners who satisfied the requirements of RCW 25.10.846.(2) The dissenters' notice required by RCW 25.10.841(2) or by subsection (1) of this section must be sent with…
RCW 25.10.856 Partner—Payment demand—Entitlement.
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(1) A partner who demands payment retains all other rights of a partner until the proposed merger becomes effective.(2) A partner sent a dissenters' notice who does not demand payment by the date set in the dissenters' notice is not entitled to payment for the partner's partnersh…
RCW 25.10.861 Partnership interests—Transfer restrictions.
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The limited partnership may restrict the transfer of partnership interests from the date the demand for their payment is received until the proposed merger becomes effective or the restriction is released under this article.[ 2009 c 188 s 1207.]
RCW 25.10.866 Payment of fair value—Requirements for compliance.
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(1) Within thirty days of the later of the date the proposed merger becomes effective, or the payment demand is received, the limited partnership shall pay each dissenter who complied with RCW 25.10.856 the amount the limited partnership estimates to be the fair value of the part…
RCW 25.10.871 Merger—Not effective within sixty days—Transfer restrictions.
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(1) If the proposed merger does not become effective within sixty days after the date set for demanding payment, the limited partnership shall release any transfer restrictions imposed as permitted by RCW 25.10.861.(2) If, after releasing transfer restrictions, the proposed merge…
RCW 25.10.876 Dissenter's estimate of fair value—Notice.
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(1) A dissenter may notify the limited partnership in writing of the dissenter's own estimate of the fair value of the dissenter's partnership interest and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RCW 25.10.866; if:(a) The dis…
RCW 25.10.881 Unsettled demand for payment—Proceeding—Parties—Appraisers.
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(1) If a demand for payment under RCW 25.10.876 remains unsettled, the limited partnership shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the partnership interest and accrued interest. If the …
RCW 25.10.886 Unsettled demand for payment—Costs, fees, and expenses of counsel.
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(1) The court in a proceeding commenced under RCW 25.10.881 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the limited partnership, except that the cour…
RCW 25.10.901 Uniformity of application and construction.
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In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.[ 2009 c 188 s 1301.]
RCW 25.10.903 Effective date—2009 c 188.
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This chapter takes effect January 1, 2010.[ 2009 c 188 s 1304.]
RCW 25.10.906 Relation to electronic signatures in global and national commerce act.
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This chapter modifies, limits, or supersedes the federal electronic signatures in global and national commerce act, 15 U.S.C. Sec. 7001 et seq., but this chapter does not modify, limit, or supersede section 101(c) of that chapter or authorize electronic delivery of any of the not…
RCW 25.10.911 Application to existing relationships.
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(1) Before July 1, 2010, this chapter governs only:(a) A limited partnership formed on or after January 1, 2010; and(b) Except as otherwise provided in subsections (3) and (4) of this section, a limited partnership formed before January 1, 2010, that elects, in the manner provide…
RCW 25.10.916 Applicable fees, charges, and penalties.
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Limited partnerships are subject to the applicable fees, charges, and penalties adopted by the secretary of state under RCW 23.95.260 and 43.07.120.[ 2015 c 176 s 6130; 2009 c 188 s 1307.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
RCW 25.10.921 Authority to adopt rules.
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The secretary of state has the power and authority reasonably necessary for the efficient and effective administration of this chapter, including the adoption of rules under chapter 34.05 RCW.[ 2009 c 188 s 1308.]
RCW 25.10.926 Savings clause.
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This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2010.[ 2009 c 188 s 1309.]