RCW 25.10.230
Events of withdrawal of general partner.
(Effective until July 1, 2010.)
Except as approved by the
specific written consent of all partners at the time, a person
ceases to be a general partner of a limited partnership, and the
person or its successor in interest attains the status of an
assignee as set forth in RCW 25.10.400(1), upon the happening of
any of the following events:
(1) The general partner withdraws from the limited
partnership as provided in RCW 25.10.320;
(2) The general partner ceases to be a member of the limited
partnership as provided in RCW 25.10.400;
(3) The general partner is removed as a general partner in
accordance with the partnership agreement;
(4) Unless otherwise provided in writing in the partnership
agreement, the general partner:
(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated a bankrupt or insolvent;
(d) Files a petition or answer seeking for himself or
herself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under
any statute, law, or regulation;
(e) Files an answer or other pleading admitting or failing
to contest the material allegations of a petition filed against
him or her in any proceeding of this nature; or
(f) Seeks, consents to, or acquiesces in the appointment of
a trustee, receiver, or liquidator of the general partner or of
all or any substantial part of his or her properties;
(5) Unless otherwise provided in the certificate of limited
partnership, ninety days after the commencement of any proceeding
against the general partner seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law, or regulation, the proceeding has
not been dismissed, or if within sixty days after the appointment
without the general partner's consent or acquiescence of a
trustee, receiver, or liquidator of the general partner of all or
any substantial part of his or her properties, the appointment is
not vacated or stayed, or within sixty days after the expiration
of any such stay, the appointment is not vacated;
(6) In the case of a general partner who is a natural
person:
(a) His or her death; or
(b) The entry by a court of competent jurisdiction
adjudicating the general partner incompetent to manage his or her
person or estate;
(7) In the case of a general partner who is acting as a
general partner by virtue of being a trustee of a trust, the
termination of the trust (but not merely the substitution of a
new trustee);
(8) In the case of a general partner that is a separate
partnership, the dissolution and commencement of winding up of
the separate partnership;
(9) In the case of a general partner that is a corporation,
the filing of a certificate of dissolution, or its equivalent,
for the corporation or the revocation of its charter; or
(10) In the case of an estate, the distribution by the
fiduciary of the estate's entire interest in the partnership.
[2000 c 169 § 7; 1987 c 55 § 18; 1981 c 51 § 23.]