Title 25, PARTNERSHIPS

(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. The certificate of limited partnership must state: (a) The name of the limited partn…

(1) In order to amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment or, pursuant to article 11 of this chapter, articles of merger stating: (a) The name of the limited partnership; (b) The date of fili…

A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states: (1) The name of the limited partnership; (2) The date of filing of its initial certificate of limited partnership; and (3) Any ot…

(1) Each record delivered to the secretary of state for filing pursuant to Article 2 of chapter 23.95 RCW must be signed in the following manner: (a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate. (b) An amendment a…

If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the appropriate court under RCW 23.95.245 to order the signing or delivery of the record. [ 2015 c 176 s …

(1) A record authorized or required to be delivered to the secretary of state for filing under this chapter must comply with the requirements of Article 2 of chapter 23.95 RCW. The secretary of state shall: (a) For a statement of dissociation, send: (i) A copy of the filed statem…

A limited partnership or foreign limited partnership may correct a record filed by the secretary of state in accordance with RCW 23.95.220. [ 2015 c 176 s 6113; 2009 c 188 s 207.] Notes: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

(1) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (a) A person that signed the record, …

Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic limited partnership or a certificate of registration for a foreign limited partnership. [ 2015 c 176 s 6115; 2009 c 188 s 209.] Notes: Effective date—Contingent…

A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the secretary of state for filing an annual report in accordance with RCW 23.95.255. [ 2015 c 176 s 6116; 2009 c 188 s 210.] Notes: Effective date—Contingent effe…

A person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a conversion or merger under article 11 of this chapter; or (3) With the consent of all the partners. [ 2009 c 188 s 301.]

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. [ 2009 c 188 s 302.]

An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnersh…

(1) On ten days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office. The limited partner need not have any particular purpose for se…

(1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (2) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partne…

(1) Except as otherwise provided in subsection (2) of this section, a person that makes an investment in a business enterprise, and erroneously but in good faith believes that the person has become a limited partner in the enterprise, is not a general partner and is not liable fo…

A person becomes a general partner: (1) As provided in the partnership agreement; (2) Under RCW 25.10.571(3)(b) following the dissociation of a limited partnership's last general partner; (3) As the result of a conversion or merger under article 11 of this chapter; or (4) With th…

(1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course of the limited partnership's activities …

(1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with author…

(1) Except as otherwise provided in subsections (2) and (3) of this section, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. (2) A person that becomes a general partne…

(1) To the extent not inconsistent with RCW 25.10.401, a general partner may be joined in an action against the limited partnership or named in a separate action. (2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment agains…

(1) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if…

(1) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (a) In the limited partnership's designated office, required information; and (b) At a reasonable location specified by the limited partne…

(1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (2) and (3) of this section. (2) A general partner's duty of loyalty to the limited partnership and the other partners i…

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed. [ 2009 c 188…

(1) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally. (2) If a partner does not make a promised nonmoneta…

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner. [ 200…

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. [ 2009 c 188 s 504.]

A person does not have a right to receive a distribution on account of dissociation. [ 2009 c 188 s 505.]

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to RCW 25.10.621(2), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to …

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligatio…

(1) A limited partnership may not make a distribution in violation of the partnership agreement. (2) A limited partnership may not make a distribution to the extent that at the time of the distribution, after giving effect to the distribution: (a) The limited partnership would no…

(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 h…

(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 a…

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…

(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 …

(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; …

(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) T…

(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 l…

(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 …

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.]