| ARTICLE 1 GENERAL PROVISIONS | |
| 25.10.005 | Periodic reports required -- Contents -- Due dates -- Rules. |
| 25.10.006 | Short title. |
| 25.10.010 | Definitions. |
| 25.10.011 | Definitions. |
| 25.10.016 | Knowledge and notice. |
| 25.10.020 | Name. |
| 25.10.021 | Nature, purpose, and duration of entity. |
| 25.10.030 | Reservation of name. |
| 25.10.031 | Powers. |
| 25.10.040 | Registered office and agent (as amended by 2009 c 202). |
| 25.10.041 | Governing law. |
| 25.10.050 | Records to be kept. |
| 25.10.051 | Supplemental principles of law -- Rate of interest. |
| 25.10.060 | Nature of business. |
| 25.10.061 | Name. |
| 25.10.070 | Business transactions of partner with the partnership. |
| 25.10.071 | Reservation of name. |
| 25.10.075 | Indemnification of agents of any corporation authorized. |
| 25.10.080 | Certificate of limited partnership. |
| 25.10.081 | Effect of partnership agreement -- Nonwaivable provisions. |
| 25.10.090 | Amendment to certificate -- Restatement of certificate. |
| 25.10.091 | Required information. |
| 25.10.100 | Cancellation of certificate. |
| 25.10.101 | Business transactions of partner with partnership. |
| 25.10.110 | Execution of documents. |
| 25.10.111 | Dual capacity. |
| 25.10.120 | Execution of certificate by judicial act. |
| 25.10.121 | Office and agent for service of process. |
| 25.10.130 | Filing in office of secretary of state. |
| 25.10.131 | Change of designated office or agent for service of process. |
| 25.10.140 | Liability for false statement in certificate. |
| 25.10.141 | Resignation of agent for service of process. |
| 25.10.150 | Notice. |
| 25.10.151 | Service of process. |
| 25.10.160 | Delivery of certificates to limited partners. |
| 25.10.161 | Consent and proxies of partners. |
| 25.10.170 | Admission of limited partners. |
| 25.10.171 | Standards for electronic filing rules. |
| 25.10.180 | Voting. |
| 25.10.190 | Liability to third parties. |
| 25.10.200 | Person erroneously believing that he or she is limited partner. |
| ARTICLE 2 FORMATION -- CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS | |
| 25.10.201 | Formation of limited partnership -- Certificate of limited partnership. |
| 25.10.210 | Information. |
| 25.10.211 | Amendment or restatement of certificate of limited partnership. |
| 25.10.220 | Admission of additional general partners. |
| 25.10.221 | Statement of termination. |
| 25.10.230 | Events of withdrawal of general partner. |
| 25.10.231 | Signing of records. |
| 25.10.240 | General powers and liabilities of general partner. |
| 25.10.241 | Signing and filing pursuant to judicial order. |
| 25.10.250 | Contributions by a general partner. |
| 25.10.251 | Delivery to and filing of records by secretary of state -- Effective time and date. |
| 25.10.260 | Voting. |
| 25.10.261 | Correcting filed record. |
| 25.10.270 | Form of contribution. |
| 25.10.271 | Liability for false information in filed record. |
| 25.10.280 | Liability for contributions. |
| 25.10.281 | Certificate of existence or authorization. |
| 25.10.290 | Sharing of profits and losses. |
| 25.10.291 | Annual report for secretary of state. |
| 25.10.300 | Sharing of distributions. |
| ARTICLE 3 LIMITED PARTNERS | |
| 25.10.301 | Becoming limited partner. |
| 25.10.310 | Interim distributions. |
| 25.10.311 | No right or power as limited partner to bind limited partnership. |
| 25.10.320 | Withdrawal of general partner. |
| 25.10.321 | No liability as limited partner for limited partnership obligations. |
| 25.10.330 | Withdrawal of limited partner. |
| 25.10.331 | Right of limited partner and former limited partner to information. |
| 25.10.340 | Distribution upon withdrawal. |
| 25.10.341 | Limited duties of limited partners. |
| 25.10.350 | Distribution in kind. |
| 25.10.351 | Person erroneously believing self to be limited partner. |
| 25.10.360 | Right to distribution. |
| 25.10.370 | Limitations on distributions. |
| ARTICLE 4 GENERAL PARTNERS | |
| 25.10.371 | Becoming general partner. |
| 25.10.381 | General partner agent of limited partnership. |
| 25.10.390 | Nature of partnership interest. |
| 25.10.391 | Limited partnership liable for general partner's actionable conduct. |
| 25.10.400 | Assignment of partnership interest -- Certificate of partnership interest. |
| 25.10.401 | General partner's liability. |
| 25.10.410 | Rights of creditor. |
| 25.10.411 | Actions by and against partnership and partners. |
| 25.10.420 | Right of assignee to become limited partner. |
| 25.10.421 | Management rights of general partner. |
| 25.10.430 | Power of estate of deceased or incompetent partner. |
| 25.10.431 | Right of general partner and former general partner to information. |
| 25.10.440 | Nonjudicial dissolution. |
| 25.10.441 | General standards of general partner's conduct. |
| 25.10.450 | Judicial dissolution. |
| 25.10.453 | Administrative dissolution -- Commencement of proceeding. |
| 25.10.455 | Administrative dissolution -- Notice -- Opportunity to correct deficiencies. |
| 25.10.457 | Administrative dissolution -- Reinstatement -- Application -- When effective. |
| 25.10.460 | Winding up. |
| ARTICLE 5 CONTRIBUTIONS AND DISTRIBUTIONS | |
| 25.10.461 | Form of contribution. |
| 25.10.466 | Liability for contribution. |
| 25.10.470 | Distribution of assets. |
| 25.10.471 | Sharing of distributions. |
| 25.10.476 | Interim distributions. |
| 25.10.480 | Law governing. |
| 25.10.481 | No distribution on account of dissociation. |
| 25.10.486 | Distribution in kind. |
| 25.10.490 | Registration. |
| 25.10.491 | Right to distribution. |
| 25.10.496 | Limitations on distribution. |
| 25.10.500 | Issuance of registration. |
| 25.10.501 | Liability for improper distributions. |
| 25.10.510 | Name -- Foreign limited partnership. |
| ARTICLE 6 DISSOCIATION | |
| 25.10.511 | Dissociation as limited partner. |
| 25.10.516 | Effect of dissociation as limited partner. |
| 25.10.520 | Changes and amendments. |
| 25.10.521 | Dissociation as general partner. |
| 25.10.526 | Person's power to dissociate as general partner -- Wrongful dissociation. |
| 25.10.530 | Cancellation of registration. |
| 25.10.531 | Effect of dissociation as general partner. |
| 25.10.536 | Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. |
| 25.10.540 | Transaction of business without registration. |
| 25.10.541 | Liability to other persons of person dissociated as general partner. |
| ARTICLE 7 TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS | |
| 25.10.546 | Partner's transferable interest. |
| 25.10.550 | Action by secretary of state. |
| 25.10.551 | Transfer of partner's transferable interest. |
| 25.10.553 | Revocation of registration -- Commencement of proceeding. |
| 25.10.555 | Revocation of registration -- Notice -- Opportunity to correct deficiencies. |
| 25.10.556 | Rights of creditor of partner or transferee. |
| 25.10.560 | Right of action. |
| 25.10.561 | Power of estate of deceased partner. |
| 25.10.570 | Proper plaintiff. |
| ARTICLE 8 DISSOLUTION | |
| 25.10.571 | Nonjudicial dissolution. |
| 25.10.576 | Judicial dissolution. |
| 25.10.580 | Pleading. |
| 25.10.581 | Winding up. |
| 25.10.586 | Power of general partner and person dissociated as general partner to bind partnership after dissolution. |
| 25.10.590 | Expenses. |
| 25.10.591 | Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. |
| 25.10.596 | Known claims against dissolved limited partnership. |
| 25.10.600 | Establishment of filing fees and miscellaneous charges. |
| 25.10.601 | Other claims against dissolved limited partnership. |
| 25.10.605 | Fees for services by secretary of state. |
| 25.10.606 | Liability of general partner and person dissociated as general partner when claim against limited partnership barred. |
| 25.10.610 | Authority to adopt rules. |
| 25.10.611 | Administrative dissolution. |
| 25.10.616 | Reinstatement following administrative dissolution. |
| 25.10.620 | Construction and application. |
| 25.10.621 | Disposition of assets -- When contributions required. |
| 25.10.630 | Short title. |
| 25.10.640 | Severability -- 1981 c 51. |
| ARTICLE 9 FOREIGN LIMITED PARTNERSHIPS | |
| 25.10.641 | Governing law. |
| 25.10.646 | Application for certificate of authority. |
| 25.10.650 | Effective date and extended effective date -- 1981 c 51. |
| 25.10.651 | Activities not constituting transacting business. |
| 25.10.656 | Filing of certificate of authority. |
| 25.10.660 | Rules for class not provided for in this chapter. |
| 25.10.661 | Noncomplying name of foreign limited partnership. |
| 25.10.666 | Revocation of certificate of authority. |
| 25.10.670 | Application to existing partnerships. |
| 25.10.671 | Cancellation of certificate of authority -- Effect of failure to have certificate. |
| 25.10.676 | Action by attorney general. |
| 25.10.680 | Effect of invalidity of part of this title. |
| 25.10.690 | Section captions. |
| ARTICLE 10 ACTIONS BY PARTNERS | |
| 25.10.701 | Direct action by partner. |
| 25.10.706 | Derivative action. |
| 25.10.711 | Proper plaintiff. |
| 25.10.716 | Pleading. |
| 25.10.721 | Proceeds and expenses. |
| ARTICLE 11 CONVERSION AND MERGER | |
| 25.10.751 | Definitions. |
| 25.10.756 | Conversion. |
| 25.10.761 | Action on plan of conversion by converting limited partnership. |
| 25.10.766 | Filings required for conversion -- Effective date. |
| 25.10.771 | Effect of conversion. |
| 25.10.776 | Merger. |
| 25.10.781 | Action on plan of merger by constituent limited partnership. |
| 25.10.786 | Filings required for merger -- Effective date. |
| 25.10.791 | Effect of merger. |
| 25.10.796 | Restrictions on approval of conversions and mergers and on relinquishing LLLP status. |
| 25.10.800 | Merger -- Plan -- Effective date. |
| 25.10.801 | Liability of general partner after conversion or merger. |
| 25.10.806 | Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. |
| 25.10.810 | Merger -- Plan -- Approval. |
| 25.10.811 | Article not exclusive. |
| 25.10.820 | Articles of merger -- Filing. |
| 25.10.830 | Effect of merger. |
| ARTICLE 12 DISSENTERS' RIGHTS | |
| 25.10.831 | Definitions. |
| 25.10.836 | Partner -- Dissent -- Payment of fair value. |
| 25.10.840 | Merger -- Foreign and domestic. |
| 25.10.841 | Dissenters' rights -- Notice -- Timing. |
| 25.10.846 | Partner--Dissent--Voting restriction. |
| 25.10.851 | Partners--Dissenters' notice -- Requirements. |
| 25.10.856 | Partner -- Payment demand -- Entitlement. |
| 25.10.861 | Partnership interests -- Transfer restrictions. |
| 25.10.866 | Payment of fair value -- Requirements for compliance. |
| 25.10.871 | Merger -- Not effective within sixty days -- Transfer restrictions. |
| 25.10.876 | Dissenter's estimate of fair value -- Notice. |
| 25.10.881 | Unsettled demand for payment--Proceeding -- Parties -- Appraisers. |
| 25.10.886 | Unsettled demand for payment -- Costs, fees, and expenses of counsel. |
| 25.10.900 | Definitions. |
| ARTICLE 13 MISCELLANEOUS PROVISIONS | |
| 25.10.901 | Uniformity of application and construction. |
| 25.10.903 | Effective date -- 2009 c 188. |
| 25.10.905 | Partner -- Dissent -- Payment of fair value. |
| 25.10.906 | Relation to electronic signatures in global and national commerce act. |
| 25.10.910 | Dissenters' rights -- Notice -- Timing. |
| 25.10.911 | Application to existing relationships. |
| 25.10.915 | Partner -- Dissent -- Voting restriction. |
| 25.10.916 | Establishment of filing fees and miscellaneous charges. |
| 25.10.920 | Partners -- Dissenters' notice -- Requirements. |
| 25.10.921 | Authority to adopt rules. |
| 25.10.925 | Partner -- Payment demand -- Entitlement. |
| 25.10.926 | Savings clause. |
| 25.10.930 | Partnership interests -- Transfer restrictions. |
| 25.10.935 | Payment of fair value -- Requirements for compliance. |
| 25.10.940 | Merger -- Not effective within sixty days -- Transfer restrictions. |
| 25.10.945 | Dissenter's estimate of fair value -- Notice. |
| 25.10.950 | Unsettled demand for payment -- Proceeding -- Parties -- Appraisers. |
| 25.10.955 | Unsettled demand for payment -- Costs -- Fees and expenses of counsel. |
NOTES:
Reviser's note: Throughout this chapter the phrase "this act" has been changed to "this chapter." "This act" [1981 c 51] consists of this chapter and the repeal of chapters 25.08 and 25.98 RCW.
Materials specifically authorized to be printed and distributed by secretary of state: RCW 43.07.140.
Revolving fund of secretary of state, deposit of moneys for costs of carrying out secretary of state's functions under this chapter: RCW 43.07.130.