Title 25 — Title 25 PARTNERSHIPS
4 chapters · 315 sections in this title.
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.]
RCW 25.12.005 Application of chapter.
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The provisions of this chapter shall apply only to those limited partnerships which were in existence on or prior to June 6, 1945 and which have not become a limited partnership under *chapter 25.08 RCW.[ 1955 c 15 s 25.12.005.]Notes:*Reviser's note: Chapter 25.08 RCW was repeale…
RCW 25.12.010 Limited partnership may be formed.
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Limited partnerships for the transaction of mercantile, mechanical, or manufacturing business may be formed within this state, by two or more persons, upon the terms and subject to the conditions contained in this chapter.[ 1955 c 15 s 25.12.010. Prior: 1869 p 380 s 1; RRS s 9966…
RCW 25.12.020 Of whom composed—Liability of members.
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A limited partnership may consist of two or more persons, who are known and called general partners, and are jointly liable as general partners now are by law, and of two or more persons who shall contribute to the common stock a specific sum in actual money as capital, and are k…
RCW 25.12.030 Certificate to be made, acknowledged and filed.
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The persons forming such partnership shall make and severally subscribe a certificate, in duplicate, and file one of such certificates with the county auditor of the county in which the principal place of business of the partnership is to be. Before being filed, the execution of …
RCW 25.12.040 Certificate of partnership—Publication.
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The partnership cannot commence before the filing of the certificate of partnership, and if a false statement is made in the certificate, all the persons subscribing thereto are liable as general partners for all the debts of the partnership. The partners shall, for four consecut…
RCW 25.12.050 Renewal of limited partnership.
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A limited partnership may be continued or renewed by making, acknowledging, filing, and publishing a certificate thereof, in the manner provided in this chapter for the formation of such partnership originally, and every such partnership, not renewed or continued as herein provid…
RCW 25.12.060 Name of firm—When special partner liable as general partner.
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The business of the partnership may be conducted under a name in which the names of the general partners only shall be inserted, without the addition of the word "company" or any other general term. If the name of any special partner is used in such firm with his or her consent o…
RCW 25.12.070 Withdrawal of stock and profits—Effect.
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During the continuance of any partnership formed under this chapter no part of the capital stock thereof shall be withdrawn, nor any division of interests or profits be made, so as to reduce such capital stock below the sum stated in the certificate of partnership before mentione…
RCW 25.12.080 Suits by and against limited partnership—Parties.
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All actions, suits or proceedings respecting the business of such partnership shall be prosecuted by and against the general partners only, except in those cases where special partners or partnerships are to be deemed general partners or partnerships, in which case all the partne…
RCW 25.12.090 Dissolution, how accomplished.
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No dissolution of a limited partnership shall take place except by operation of law, before the time specified in the certificate of partnership, unless a notice of such dissolution, subscribed by the general and special partners is filed with the original certificate of partners…
RCW 25.12.100 Liabilities and rights of members of firm.
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In all cases not otherwise provided for in this chapter, all the members of limited partnerships shall be subject to all the liabilities and entitled to all the rights of general partners.[ 1955 c 15 s 25.12.100. Prior: 1869 p 382 s 10; RRS s 9975.]
RCW 25.15.006 Definitions.
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The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.(1) "Agreed value" means the value of the contributions made by a member to the limited liability company. Such value shall equal the amount agreed upon in a limited liabil…
RCW 25.15.011 Name of limited liability company.
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The name of each limited liability company as set forth in its certificate of formation must comply with Article 3 of chapter 23.95 RCW.[ 2015 c 176 s 7101; 2015 c 188 s 3.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
RCW 25.15.016 Reserved name.
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(1) Reserved Name—Domestic Limited Liability Company. A person may reserve the exclusive use of a limited liability company name by delivering an application to the secretary of state for filing in accordance with RCW 23.95.310.(2) Reserved Name—Foreign Limited Liability Company.…
RCW 25.15.018 Effect of limited liability company agreement—Nonwaivable provisions.
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(1) Except as otherwise provided in subsections (2) and (3) of this section, the limited liability company agreement governs:(a) Relations among the members as members and between the members and the limited liability company; and(b) The rights and duties under this chapter of a …
RCW 25.15.021 Registered agent.
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(1) Each limited liability company shall continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.(2) A limited liability company may change its registered agent by delivering to the secretary of state for filing a statement of chan…
RCW 25.15.026 Service of process, notice, or demand.
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Service of process, notice, or demand required or permitted by law to be served on the limited liability company may be made in accordance with RCW 23.95.450.[ 2015 c 176 s 7104; 2015 c 188 s 7.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.…
RCW 25.15.031 Purpose and powers.
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(1) A limited liability company may be formed under this chapter for any lawful purpose, regardless of whether for profit.(2) Unless this chapter, its certificate of formation, or its limited liability company agreement provides otherwise, a limited liability company has the same…
RCW 25.15.033 Law of this state governs.
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The law of this state governs:(1) The internal affairs of a limited liability company; and(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.[ 2015 c 188 s 9.]
RCW 25.15.036 Business transactions of member or manager with the limited liability company.
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A member or manager may lend money to and transact other business with a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to the loan or other transaction as a person who is not a member or manager.[ 2015 c 188 s 10.…
RCW 25.15.038 General standards—Limitation of liability.
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(1)(a) The only fiduciary duties that a member in a member-managed limited liability company or a manager has to the limited liability company and its members are the duties of loyalty and care under subsections (2) and (3) of this section.(b) If a manager is a board, committee, …
RCW 25.15.041 Indemnification.
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(1) A limited liability company may indemnify any member or manager from and against any judgments, settlements, penalties, fines, or expenses incurred in a proceeding or obligate itself to advance or reimburse expenses incurred in a proceeding to which a person is a party becaus…
RCW 25.15.046 Professional limited liability companies.
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(1) A person or group of persons duly licensed or otherwise legally authorized to render the same professional services within this state may form and become a member or members of a professional limited liability company under the provisions of this chapter for the purposes of r…
RCW 25.15.048 Professional limited liability company—Licensing.
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(1) No limited liability company formed under this chapter may render professional services except through a person or persons who are duly licensed or otherwise legally authorized to render such professional services within this state. However, this chapter does not:(a) Prohibit…
RCW 25.15.051 Foreign professional limited liability company.
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A foreign professional limited liability company may render professional services in this state so long as it complies with Article IX of this chapter and each individual rendering professional services in this state is duly licensed or otherwise legally authorized to render such…
RCW 25.15.054 Membership residency.
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This chapter does not require a limited liability company to restrict membership to persons residing in or engaging in business in this state.[ 2015 c 188 s 16.]
RCW 25.15.061 Piercing the veil.
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Members of a limited liability company are personally liable for any act, debt, obligation, or liability of the limited liability company to the extent that shareholders of a Washington business corporation would be liable in analogous circumstances. In this regard, the court may…
RCW 25.15.071 Formation—Certificate of formation.
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(1) In order to form a limited liability company, one or more persons must execute a certificate of formation. The certificate of formation must be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW and set forth:(a) The…
RCW 25.15.076 Amendment to certificate of formation.
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(1) A certificate of formation is amended by delivering a certificate of amendment to the secretary of state for filing. The certificate of amendment shall set forth:(a) The name of the limited liability company; and(b) The amendment to the certificate of formation.(2) A manager …
RCW 25.15.081 Restated certificate.
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(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative as a result of there having been filed with the secretary of state one or more certificates or ot…
RCW 25.15.086 Execution.
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Each record required or permitted by this chapter to be filed in the office of the secretary of state must comply with the requirements of Article 2 of chapter 23.95 RCW and must be executed in the following manner:(1) Each original certificate of formation must be executed by th…
RCW 25.15.091 Execution or amendment by judicial order.
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(1) If a person required to execute a certificate required by this chapter fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior courts to direct the execution of the certificate under RCW 23.95.245.(2) If a pers…
RCW 25.15.096 Duty of secretary of state to file—Review of refusal to file.
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RCW 23.95.225 governs the secretary of state's duty to file records delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a record.[ 2015 c 176 s 7111; 2015 c 188 s 23.]Notes:Effectiv…
RCW 25.15.106 Initial and annual reports.
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Each domestic limited liability company, and each foreign limited liability company authorized to transact business in this state, must deliver to the secretary of state for filing initial and annual reports in accordance with RCW 23.95.255.[ 2015 c 176 s 7112; 2015 c 188 s 24.]N…
RCW 25.15.116 Admission of members.
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(1) In connection with the admission of the initial member or members of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company upon the later to occur of:(a) The formation of the limited liabi…
RCW 25.15.121 Voting and classes of membership.
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(1) Except as otherwise provided by this chapter, the affirmative vote, approval, or consent of a majority of the members is necessary for actions requiring member approval.(2) The affirmative vote, approval, or consent of all members is required to:(a) Amend the certificate of f…
RCW 25.15.126 Liability of members and managers to third parties.
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(1) Except as otherwise provided by this chapter, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations, and liabilities of the limited liability company; and no member or manager …
RCW 25.15.131 Member dissociation.
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(1) A person is dissociated as a member of a limited liability company upon the occurrence of one or more of the following events:(a) The member dies or withdraws from the limited liability company as provided in subsection (2) of this section;(b) The transfer of all of the membe…
RCW 25.15.136 Records and information.
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(1) A limited liability company must keep at its principal office the following:(a) A copy of its certificate of formation and all amendments thereto;(b) A copy of any limited liability company agreement made in a record and any amendments made in a record to a limited liability …
RCW 25.15.141 Remedies for breach of limited liability company agreement by member.
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A limited liability company agreement may provide that (1) a member who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement is subject to specified remedies or specified consequences, and (2) at the time or u…
RCW 25.15.151 Member-managed limited liability companies.
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(1) If the limited liability company is member-managed:(a) Management of the activities of the limited liability company is vested in the members; and(b) A difference arising as to a matter in the ordinary course of the activities of the limited liability company may be decided b…
RCW 25.15.154 Manager-managed limited liability companies.
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(1) If the limited liability company is manager-managed:(a) Management of the activities of the limited liability company is vested in one or more managers; and(b) Each manager of the limited liability company:(i) Is designated, appointed, elected, removed, or replaced by a vote,…
RCW 25.15.157 Delegation of rights and powers to manage.
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A member or manager of a limited liability company has the power and authority to delegate to one or more other persons the member's or manager's rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, of…
RCW 25.15.161 Manager—Member's rights and duties.
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A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of such person's participation…
RCW 25.15.166 Voting and classes of managers.
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(1) In a manager-managed limited liability company:(a) A difference arising as to a matter in the ordinary course of the activities of the limited liability company may be decided by the vote, approval, or consent of a majority of the managers; and(b) No manager consent, approval…
RCW 25.15.171 Remedies for breach of limited liability company agreement by manager.
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A limited liability company agreement may provide that (1) a manager who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement is subject to specified penalties or specified consequences, and (2) at the time or…
RCW 25.15.176 Resignation of manager.
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A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. A limited liability company agreement may provide that a…
RCW 25.15.181 Loss of sole remaining manager.
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In the event of the death, resignation, or removal of the sole remaining manager, or if one of the events described in RCW 25.15.131(1) (e) through (h) occurs with regard to the sole remaining manager, the limited liability company shall become member-managed unless one or more m…