Title 25 — Title 25 PARTNERSHIPS

(1) A general partner that consents to a distribution made in violation of RCW 25.10.496 is personally liable to the limited partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that in …

(1) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership.(2) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:(a) The limited partnership's hav…

(1) Upon a person's dissociation as a limited partner:(a) Subject to RCW 25.10.561, the person does not have further rights as a limited partner;(b) The person's obligation of good faith and fair dealing as a limited partner under RCW 25.10.341(2) continues only as to matters ari…

A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events:(1) The limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person;(2) An e…

(1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to RCW 25.10.521(1).(2) A person's dissociation as a general partner is wrongful only if:(a) It is in breach of an express provision of the partnership ag…

(1) Upon a person's dissociation as a general partner:(a) The person's right to participate as a general partner in the management and conduct of the partnership's activities terminates;(b) The person's duty of loyalty as a general partner under RCW 25.10.441(2)(c) terminates;(c)…

(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11 of this chapter, or merged out of existence under article 11 of this chapter, the limited partnership is bound by an act of the person only if:(a) Th…

(1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3) of this section, the person…

The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property. A partner has no interest in specific partnership property.[ 2022 c 42 s 205; 2009 c 188 s 701.]

(1) A transfer, in whole or in part, of a partner's transferable interest:(a) Is permissible;(b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and(c) Does not, as against the other partners or the limi…

(1) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the j…

If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in RCW 25.10.551 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under RCW 25.10.…

Except as otherwise provided in RCW 25.10.576, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:(1) The happening of an event specified in the partnership agreement;(2) The consent of all general partners an…

On application by a partner the Thurston county superior court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.[ 2009 c 188 s 802.]

(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.(2) In winding up its activities, the limited partnership:(a) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the …

(1) A limited partnership is bound by a general partner's act after dissolution that:(a) Is appropriate for winding up the limited partnership's activities; or(b) Would have bound the limited partnership under RCW 25.10.381 before dissolution, if, at the time the other party ente…

(1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under RCW 25.10.586(1) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:(a) To the limited partnership for …

(1) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (2) of this section.(2) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:(a) Specify the…

(1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.(2) The notice must:(a) Be published at least once in a newspaper of general circulation in th…

If a claim against a dissolved limited partnership is barred under RCW 25.10.596 or 25.10.601, any corresponding claim under RCW 25.10.401 is also barred.[ 2009 c 188 s 808.]

The secretary of state may dissolve a limited partnership administratively under the circumstances and procedures specified in Article 6 of chapter 23.95 RCW.[ 2015 c 176 s 6118; 2009 c 188 s 809.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 2…

A limited partnership that has been administratively dissolved may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615.[ 2015 c 176 s 6119; 2009 c 188 s 810.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100…

(1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors including, to the extent permitted by law, partners tha…

A foreign limited partnership that registers to transact business in this state is subject to RCW 23.95.500 relating to the effect of registration and the governing law for registered foreign limited partnerships.[ 2015 c 176 s 6120; 2009 c 188 s 901.]Notes:Effective date—Conting…

Before transacting business in this state, a foreign limited partnership shall register with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.[ 2015 c 176 s 6121; 2009 c 188 s 902.]Notes:Effective date—Contingent effective date—2015 c 176: See note followi…

A nonexhaustive list of activities of a foreign limited partnership that do not constitute transacting business in this state is provided in RCW 23.95.520.[ 2015 c 176 s 6122; 2009 c 188 s 903.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.9…

The name of a foreign limited partnership registered in this state must comply with the provisions of RCW 23.95.525 and Article 3 of chapter 23.95 RCW.[ 2015 c 176 s 6123; 2009 c 188 s 905.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.10…

The secretary of state may terminate the registration of a registered foreign limited partnership in accordance with RCW 23.95.550.[ 2015 c 176 s 6124; 2009 c 188 s 906.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

In order to withdraw its registration, a foreign limited partnership must deliver to the secretary of state for filing a statement of withdrawal in accordance with RCW 23.95.530.[ 2015 c 176 s 6125; 2009 c 188 s 907.]Notes:Effective date—Contingent effective date—2015 c 176: See …

(1) Subject to subsection (2) of this section, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect th…

A partner may maintain a derivative action to enforce a right of a limited partnership if:(1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not brin…

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:(1) That was a partner when the conduct giving rise to the action occurred; or(2) Whose status as a partner devolved upon the person by operation of law or pursuant to…

In a derivative action, the complaint must state with particularity:(1) The date and content of plaintiff's demand and the general partners' response to the demand; or(2) Why a demand should be excused as futile.[ 2009 c 188 s 1004.]

(1) Except as otherwise provided in subsection (2) of this section:(a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff;(b) If the derivative plaintiff rece…

In this article:(1) "Constituent limited partnership" means a constituent organization that is a limited partnership.(2) "Constituent organization" means an organization that is party to a merger.(3) "Converted organization" means the organization into which a converting organiza…

(1) An organization other than a limited partnership may convert into a limited partnership, and a limited partnership may convert into another organization pursuant to this section and RCW 25.10.761 through 25.10.771 and a plan of conversion, if:(a) The other organization's gove…

(1) Subject to RCW 25.10.796, a plan of conversion must be consented to by all the partners of a converting limited partnership.(2) Subject to RCW 25.10.796 and any contractual rights, after a conversion is approved, and at any time before a filing is made under RCW 25.10.766, a …

(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 an…

(1) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.(2) When a conversion takes effect:(a) The title to all real estate and other property owned by the converting organization remains vested i…

(1) A limited partnership may merge with one or more other constituent organizations pursuant to this section and RCW 25.10.781 through 25.10.791 and a plan of merger, if:(a) The governing statute of each of the other organizations authorizes the merger;(b) The merger is not proh…

(1) Subject to RCW 25.10.796, a plan of merger must be consented to by all the partners of a constituent limited partnership.(2) Subject to RCW 25.10.796 and any contractual rights, after a merger is approved, and at any time before a filing is made under RCW 25.10.786, a constit…

(1) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:(a) Each constituent limited partnership, by each general partner listed in the certificate of limited partnership; and(b) Each other constituent organization, by an auth…

(1) When a merger becomes effective:(a) The surviving organization continues;(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;(c) The title to all real estate and other property owned by each constituent organizati…

(1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:(a) The limi…

(1) A conversion or merger under this article does not discharge any liability under RCW 25.10.401 and 25.10.541 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but:(a) The provisions of this chap…

(1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:(a) Before the conver…

This article does not preclude an entity from being converted or merged under other law.[ 2009 c 188 s 1113.]

In this article:(1) "Dissenter" means a partner who is entitled to dissent from a plan of merger and who exercises that right when and in the manner required by this article.(2) "Fair value," with respect to a dissenter's partnership interest, means the value of the partnership i…

(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 part…

(1) Not less than ten days prior to the approval of a plan of merger, the limited partnership must send a written notice to all partners who are entitled to vote on or approve the plan of merger that they may be entitled to assert dissenters' rights under this article. Such notic…