RCW 25.10.440
Nonjudicial dissolution. (Effective until
July 1, 2010.)
A limited partnership is dissolved and its
affairs shall be wound up upon the happening of the first to
occur of the following:
(1) The dissolution date, if any, specified in the
certificate of limited partnership. If a dissolution date is not
specified in the certificate of limited partnership, the limited
partnership's existence shall continue until the first to occur
of the events described in subsections (2) through (6) of this
section. If a dissolution date is specified in the certificate
of limited partnership and unless the limited partnership
agreement provides otherwise, the certificate of limited
partnership may be amended and the existence of the limited
partnership may be extended by the vote of all the partners;
(2) Upon the happening of events specified in the
partnership agreement;
(3) Written consent of all partners;
(4) Unless the limited partnership agreement provides
otherwise, ninety days following:
(a) The withdrawal of, or the assignment of the interest of,
the last remaining limited partner if by the ninetieth day a
majority of the number of general partners have failed to vote to
admit one or more limited partners; or
(b) An event of withdrawal with respect to the last
remaining general partner if by the ninetieth day the limited
partners have failed to vote to admit one or more general
partners. For the purposes of this subsection (4)(b) and unless
the limited partnership agreement provides otherwise, the vote of
the limited partners shall be the vote of limited partners
representing two-thirds of the total agreed value, as stated in
the records of the partnership required to be kept under RCW 25.10.050, of contributions made, or required to be made, by all
limited partners;
(5) Entry of a decree of judicial dissolution under RCW 25.10.450; or
(6) Administrative dissolution under RCW 25.10.455.
[2000 c 169 § 8; 1996 c 76 § 3; 1991 c 269 § 30; 1987 c 55 § 32; 1981 c 51 § 44.]