Title 25, PARTNERSHIPS

The definitions in this section apply throughout this article, unless the context clearly requires otherwise. (1) "Partnership" means the domestic partnership in which the dissenter holds or held a partnership interest, or the surviving partnership, limited liability company, lim…

(1) Except as provided in RCW 25.05.435 or 25.05.445(2), a partner in a domestic partnership is entitled to dissent from, and obtain payment of the fair value of the partner's interest in a partnership in the event of consummation of a plan of merger to which the partnership is a…

(1) Not less than ten days prior to the approval of a plan of merger, the 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 notice shall …

A partner of a partnership 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 …

(1) If the plan of merger is approved, the partnership shall deliver a written dissenters' notice to all partners who satisfied the requirements of RCW 25.05.435. (2) The dissenters' notice required by RCW 25.05.430(2) or by subsection (1) of this section must be sent within ten …

(1) A partner who demands payment retains all other rights of a partner in the partnership until the proposed merger becomes effective. (2) A partner in a partnership sent a dissenters' notice who does not demand payment by the date set in the dissenters' notice is not entitled t…

The partnership agreement may restrict the transfer of partners' interests in the partnership from the date the demand for their payment is received until the proposed merger becomes effective or the restriction is released under this article. [ 1998 c 103 s 1007.]

(1) Within thirty days of the later of the date the proposed merger becomes effective, or the payment demand is received, the partnership shall pay each dissenter who complied with RCW 25.05.445 the amount the partnership estimates to be the fair value of the dissenting partner's…

(1) If the proposed merger does not become effective within sixty days after the date set for demanding payment, the partnership shall release any transfer restrictions imposed as permitted by RCW 25.05.450. (2) If, after releasing transfer restrictions, the proposed merger becom…

(1) A dissenting partner may notify the partnership in writing of the dissenter's own estimate of the fair value of the dissenter's interest in the partnership, and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RCW 25.05.460, if: (…

(1) If a demand for payment under RCW 25.05.445 remains unsettled, the partnership shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the dissenting partner's interest in the partnership, and accr…

(1) The court in a proceeding commenced under RCW 25.05.470 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 partnership, except that the court may as…

(1) A partnership which is not a limited liability partnership on June 11, 1998, may become a limited liability partnership upon the approval of the terms and conditions upon which it becomes a limited liability partnership by the vote necessary to amend the partnership agreement…

The name of a limited liability partnership must comply with Article 3 of chapter 23.95 RCW. [ 2015 c 176 s 5109; 1998 c 103 s 1102.] Notes: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

(1) A person or group of persons licensed or otherwise legally authorized to render professional services, as defined in RCW 18.100.030, within this state may organize and become a member or members of a limited liability partnership under the provisions of this chapter for the p…

A limited liability partnership may change its registered agent for service of process by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430. [ 2015 c 176 s 5110; 2009 c 437 s 5.] Notes: Effective date—Contingent effective date—…

A registered agent for service of process of a limited liability partnership may resign as agent by delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445. [ 2015 c 176 s 5111; 2009 c 437 s 6.] Notes: Effective date—Contingent …

Service of any process, notice, or demand required or permitted by law to be served upon the limited liability partnership may be made in accordance with RCW 23.95.450. [ 2015 c 176 s 5112; 2009 c 437 s 7.] Notes: Effective date—Contingent effective date—2015 c 176: See note foll…

A foreign limited liability 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 liability partnerships. [ 2015 c 176 s 5113; 1998 c 103 s 1201.] Notes…

Before transacting business in this state, a foreign limited liability partnership must register with the secretary of state in accordance with Article 5 of chapter 23.95 RCW. [ 2015 c 176 s 5114; 1998 c 103 s 1202.] Notes: Effective date—Contingent effective date—2015 c 176: See…

A foreign limited liability partnership transacting business in this state without registering with the secretary of state is subject to RCW 23.95.505. If a foreign limited liability partnership transacts business in this state without a registration as a foreign limited liabilit…

A nonexhaustive list of activities of a foreign limited liability partnership that do not constitute transacting business in this state is provided in RCW 23.95.520. [ 2015 c 176 s 5116; 1998 c 103 s 1204.] Notes: Effective date—Contingent effective date—2015 c 176: See note foll…

A foreign limited liability partnership shall designate and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW. [ 2015 c 176 s 5117; 2009 c 437 s 8.] Notes: Effective date—Contingent effective date—2015 c 176: See note followi…

A foreign limited liability partnership may change its registered agent for service of process by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430. [ 2015 c 176 s 5118; 2009 c 437 s 9.] Notes: Effective date—Contingent effecti…

A registered agent of a foreign limited liability partnership may resign as agent by delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445. [ 2015 c 176 s 5119; 2009 c 437 s 10.] Notes: Effective date—Contingent effective date…

Service of any process, notice, or demand required or permitted by law to be served upon the foreign limited liability partnership may be made in accordance with RCW 23.95.450. [ 2015 c 176 s 5120; 2009 c 437 s 11.] Notes: Effective date—Contingent effective date—2015 c 176: See …

(1) Before January 1, 1999, this chapter governs only a partnership formed: (a) After June 11, 1998, unless that partnership is continuing the business of a dissolved partnership under *RCW 25.04.410; and (b) Before June 11, 1998, that elects, as provided by subsection (3) of thi…

Partnerships are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120. [ 2015 c 176 s 5121; 1998 c 103 s 1306.] Notes: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.…

The secretary of state shall adopt such rules as are necessary to implement the keeping of records required by this chapter. [ 1998 c 103 s 1307.]

This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it. [ 1998 c 103 s 1301.]

This chapter may be cited as the Washington revised uniform partnership act. [ 1998 c 103 s 1302.]

This act does not affect an action or proceeding commenced or right accrued before June 11, 1998. [ 1998 c 103 s 1305.]

This chapter may be known and cited as the uniform limited partnership act. [ 2009 c 188 s 101.]

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise. (1) "Certificate of limited partnership" means the certificate required by RCW 25.10.201, including the certificate as amended or restated. (2) "Contribution," except in t…

(1) A person knows a fact if the person has actual knowledge of it. (2) A person has notice of a fact if the person: (a) Knows of it; (b) Has received a notification of it; (c) Has reason to know it exists from all of the facts known to the person at the time in question; or (d) …

(1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate of limited partnership states that the limited partnership is a limited liability limited partnership. (2) A limited partnership may b…

A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the part…

The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. [ 2009 c 188 s 106.]

(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in RCW 19.52.010(1). [ 2009 c 188 s 10…

The name of a limited partnership must comply with the provisions of Article 3 of chapter 23.95 RCW. [ 2015 c 176 s 6102; 2009 c 188 s 108.] Notes: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

A person may reserve the exclusive right to the use of a limited partnership name in accordance with RCW 23.95.310. [ 2015 c 176 s 6103; 2009 c 188 s 109.] Notes: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

(1) Except as otherwise provided in subsection (2) of this section, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations amon…

A limited partnership shall maintain at its designated office the following information: (1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partner…

A partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. [ 2022 c 42 s 202; 2009 c 188 s 112.]

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general …

A limited partnership or foreign limited partnership shall designate and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW. [ 2015 c 176 s 6104; 2009 c 188 s 114.] Notes: Effective date—Contingent effective date—2015 c 176: S…