RCW 25.10.370
Limitations on distributions. (Effective
until July 1, 2010.)
(1) A limited partnership shall not make a
distribution to a partner to the extent that at the time of the
distribution, after giving effect to the distribution, (a) the
limited partnership would not be able to pay its debts as they
become due in the usual course of business, or (b) all
liabilities of the limited partnership, other than liabilities to
partners on account of their partnership interests and
liabilities for which the recourse of creditors is limited to
specified property of the limited partnership, exceed the fair
value of the assets of the limited partnership, except that the
fair value of property that is subject to a liability for which
the recourse of creditors is limited shall be included in the
assets of the limited partnership only to the extent that the
fair value of that property exceeds that liability.
(2)(a) A limited partner who receives a distribution in
violation of subsection (1) of this section, and who knew at the
time of the distribution that the distribution violated
subsection (1) of this section, shall be liable to the limited
partnership for the amount of the distribution.
(b) A limited partner who receives a distribution in
violation of subsection (1) of this section, and who did not know
at the time of the distribution that the distribution violated
subsection (1) of this section, shall not be liable for the
amount of the distribution. This subsection (2)(b) shall not
affect any obligation or liability of a limited partner under a
partnership agreement or other applicable law for the amount of a
distribution.
(3) A limited partner who receives a distribution from a
limited partnership shall have no liability under this chapter
for the amount of the distribution after the expiration of three
years from the date of the distribution, except to the extent
such limited partner shall have agreed in writing to extend
liability beyond the expiration of the three-year period.
[1991 c 269 § 29; 1987 c 55 § 28; 1981 c 51 § 37.]