Title 25 — Title 25 PARTNERSHIPS

(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…

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…

(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…

(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…

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.]

(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…

(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…

(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…

(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 …

(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…

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.]

This chapter takes effect January 1, 2010.[ 2009 c 188 s 1304.]

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…

(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…

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.