RCW 25.15.041 — Washington Code / Title 25 / Chapter 15 / Section 041
RCW 25.15.041: Indemnification.
Status: in_force

(1) A limited liability company may indemnify any member or manager from and against any judgments, settlements, penalties, fines, or expenses incurred in a proceeding or obligate itself to advance or reimburse expenses incurred in a proceeding to which a person is a party because such person is, or was, a member or a manager, provided that no such indemnity shall indemnify a member or a manager from or on account of acts or omissions of the member or manager finally adjudged to be intentional misconduct or a knowing violation of law by the member or manager, or conduct of the member or manager adjudged to be in violation of RCW 25.15.231 . (2) A limited liability company may indemnify and advance expenses under subsection (1) of this section to an officer, employee, or agent of the limited liability company who is not a member or manager to the same extent as to a member or manager. (3) For purposes of this section: (a) "Expenses" include counsel fees. (b) "Party" includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (c) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
RCW 25.05.555 — Washington Code / Title 25 / Chapter 05 / Section 555
RCW 25.05.555: Registration requirement.
Status: in_force

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.
RCW 25.05.375 — Washington Code / Title 25 / Chapter 05 / Section 375
RCW 25.05.375: Merger—Plan—Approval.
Status: in_force

(1) Unless otherwise provided in the partnership agreement, approval of a plan of merger by a domestic partnership party to the merger shall occur when the plan is approved by all of the partners. (2) If a domestic limited partnership is a party to the merger, the plan of merger shall be adopted and approved as provided in RCW 25.10.781 . (3) If a domestic limited liability company is a party to the merger, the plan of merger shall be adopted and approved as provided in RCW 25.15.421 . (4) If a domestic corporation is a party to the merger, the plan of merger shall be adopted and approved as provided in *chapter 23B.11 RCW.
RCW 25.10.761 — Washington Code / Title 25 / Chapter 10 / Section 761
RCW 25.10.761: Action on plan of conversion by converting limited partnership.
Status: in_force

(1) Subject to RCW 25.10.796 , a plan of conversion must be consented to by all the partners of a converting limited partnership. (2) Subject to RCW 25.10.796 and any contractual rights, after a conversion is approved, and at any time before a filing is made under RCW 25.10.766 , a converting limited partnership may amend the plan or abandon the planned conversion: (a) As provided in the plan; and (b) Except as prohibited by the plan, by the same consent as was required to approve the plan.
RCW 25.15.421 — Washington Code / Title 25 / Chapter 15 / Section 421
RCW 25.15.421: Merger—Plan—Approval.
Status: in_force

(1) A plan of merger of a constituent limited liability company must be approved, and such approval shall occur when: (a) The plan is approved by a majority of the members; and (b) Any written consents required by RCW 25.15.456 have been obtained. (2) Subject to RCW 25.15.456 and any contractual rights, after a merger is approved, and at any time before a filing is made under RCW 25.15.426 , a constituent limited liability company may amend the plan or abandon the planned merger: (a) As provided in the plan; and (b) Except as prohibited by the plan, with the same approval as was required to approve the plan. (3) If a domestic limited partnership is a party to the merger, the plan of merger must be adopted and approved as provided in RCW 25.10.781 . (4) If a domestic corporation is a party to the merger, the plan of merger must be adopted and approved as provided in *chapter 23B.11 RCW. (5) If a domestic partnership is a party to the merger, the plan of merger must be approved as provided in RCW 25.05.375 .
RCW 25.05.589 — Washington Code / Title 25 / Chapter 05 / Section 589
RCW 25.05.589: Service of process.
Status: in_force

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 .
RCW 25.10.861 — Washington Code / Title 25 / Chapter 10 / Section 861
RCW 25.10.861: Partnership interests—Transfer restrictions.
Status: in_force

The limited partnership may restrict the transfer of partnership interests from the date the demand for their payment is received until the proposed merger becomes effective or the restriction is released under this article.
RCW 25.12.005 — Washington Code / Title 25 / Chapter 12 / Section 005
RCW 25.12.005: Application of chapter.
Status: in_force

The provisions of this chapter shall apply only to those limited partnerships which were in existence on or prior to June 6, 1945 and which have not become a limited partnership under *chapter 25.08 RCW.
RCW 25.05.135 — Washington Code / Title 25 / Chapter 05 / Section 135
RCW 25.05.135: Liability of purported partner.
Status: in_force

(1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. (2) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. (3) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority. (4) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership. (5) Except as otherwise provided in subsections (1) and (2) of this section, persons who are not partners as to each other are not liable as partners to other persons.
RCW 25.15.226 — Washington Code / Title 25 / Chapter 15 / Section 226
RCW 25.15.226: Right to distribution.
Status: in_force

Subject to RCW 25.15.231 and 25.15.305 , at the time a member becomes entitled to receive a distribution, that member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company with respect to the distribution. A limited liability company agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company. The limited liability company's obligation to make a distribution is subject to offset for any amount due and payable to the limited liability company by the person on whose account the distribution is made.
RCW 25.05.065 — Washington Code / Title 25 / Chapter 05 / Section 065
RCW 25.05.065: When property is partnership property.
Status: in_force

(1) Property is partnership property if acquired in the name of: (a) The partnership; or (b) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership, whether or not there is an indication of the name of the partnership. (2) Property is acquired in the name of the partnership by a transfer to: (a) The partnership in its name; or (b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. (3) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership. (4) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
RCW 25.05.475 — Washington Code / Title 25 / Chapter 05 / Section 475
RCW 25.05.475: Unsettled demand for payment—Costs—Fees and expenses of counsel.
Status: in_force

(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 assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment. (2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (a) Against the partnership and in favor of any or all dissenters if the court finds the partnership did not substantially comply with the requirements of this article; or (b) Against either the partnership or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article. (3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the partnership, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
RCW 25.10.521 — Washington Code / Title 25 / Chapter 10 / Section 521
RCW 25.10.521: Dissociation as general partner.
Status: in_force

A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) The limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person; (2) An event agreed to in the partnership agreement as causing the person's dissociation as a general partner; (3) The person's expulsion as a general partner pursuant to the partnership agreement; (4) The person's expulsion as a general partner by the unanimous consent of the other partners if: (a) It is unlawful to carry on the limited partnership's activities with the person as a general partner; (b) There has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, that has not been foreclosed; (c) The person is a corporation and, within ninety days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (d) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (5) On application by the limited partnership, the person's expulsion as a general partner by judicial determination because: (a) The person engaged in wrongful conduct that adversely and materially affected the limited partnership activities; (b) The person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under RCW 25.10.441 ; or (c) The person engaged in conduct relating to the limited partnership's activities that makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner; (6) The person's: (a) Becoming a debtor in bankruptcy; (b) Execution of an assignment for the benefit of creditors; (c) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; or (d) Failure, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated; (7) In the case of a person who is an individual: (a) The person's death; (b) The appointment of a guardian or general conservator for the person; or (c) A judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement; (8) In the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; (9) In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; (10) Termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or (11) The limited partnership's participation in a conversion or merger under article 11 of this chapter, if the limited partnership: (a) Is not the converted or surviving entity; or (b) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.
RCW 25.05.010 — Washington Code / Title 25 / Chapter 05 / Section 010
RCW 25.05.010: Knowledge and notice.
Status: in_force

(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; or (c) Has reason to know it exists from all of the facts known to the person at the time in question. (3) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. (4) A person receives a notification when the notification: (a) Comes to the person's attention; or (b) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. (5) Except as otherwise provided in subsection (6) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (6) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
RCW 25.15.401 — Washington Code / Title 25 / Chapter 15 / Section 401
RCW 25.15.401: Expenses.
Status: in_force

If a derivative action is successful, in whole or in part, as a result of a judgment, compromise, or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, from the recovery of the limited liability company.
RCW 25.05.050 — Washington Code / Title 25 / Chapter 05 / Section 050
RCW 25.05.050: Partnership as entity.
Status: in_force

(1) A partnership is an entity distinct from its partners. (2) A limited liability partnership continues to be the same entity that existed before the filing of an application under RCW 25.05.500 (2).
RCW 25.10.871 — Washington Code / Title 25 / Chapter 10 / Section 871
RCW 25.10.871: Merger—Not effective within sixty days—Transfer restrictions.
Status: in_force

(1) If the proposed merger does not become effective within sixty days after the date set for demanding payment, the limited partnership shall release any transfer restrictions imposed as permitted by RCW 25.10.861 . (2) If, after releasing transfer restrictions, the proposed merger becomes effective, the limited partnership must send a new dissenters' notice as provided in RCW 25.10.841 (2) and 25.10.851 and repeat the payment demand procedure.
RCW 25.15.033 — Washington Code / Title 25 / Chapter 15 / Section 033
RCW 25.15.033: Law of this state governs.
Status: in_force

The law of this state governs: (1) The internal affairs of a limited liability company; and (2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
RCW 25.10.756 — Washington Code / Title 25 / Chapter 10 / Section 756
RCW 25.10.756: Conversion.
Status: in_force

(1) An organization other than a limited partnership may convert into a limited partnership, and a limited partnership may convert into another organization pursuant to this section and RCW 25.10.761 through 25.10.771 and a plan of conversion, if: (a) The other organization's governing statute authorizes the conversion; (b) The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and (c) The other organization complies with its governing statute in effecting the conversion. (2) A plan of conversion must be in a record and must include: (a) The name and form of the organization before conversion; (b) The name and form of the organization after conversion; (c) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and (d) The organizational documents of the converted organization.
RCW 25.10.321 — Washington Code / Title 25 / Chapter 10 / Section 321
RCW 25.10.321: No liability as limited partner for limited partnership obligations.
Status: in_force

An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
RCW 25.05.536 — Washington Code / Title 25 / Chapter 05 / Section 536
RCW 25.05.536: Service of process.
Status: in_force

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 .
RCW 25.10.091 — Washington Code / Title 25 / Chapter 10 / Section 091
RCW 25.10.091: Required information.
Status: in_force

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 partners, in alphabetical order; (2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed; (3) A copy of any filed articles of conversion or merger; (4) A copy of the limited partnership's federal, state, and local tax returns and reports, if any, for the three most recent years; (5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement; (6) A copy of any financial statement of the limited partnership for the three most recent years; (7) A copy of the three most recent annual reports delivered by the limited partnership to the secretary of state pursuant to RCW 25.10.291 ; (8) A copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and (9) Unless contained in a partnership agreement made in a record, a record stating: (a) The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner; (b) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; (c) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and (d) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
RCW 25.05.130 — Washington Code / Title 25 / Chapter 05 / Section 130
RCW 25.05.130: Actions by and against partnership and partners.
Status: in_force

(1) A partnership may sue and be sued in the name of the partnership. (2) An action may be brought against the partnership and, to the extent not inconsistent with RCW 25.05.125 , any or all of the partners in the same action or in separate actions. (3) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner. (4) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under RCW 25.05.125 , and: (a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (b) The partnership is a debtor in bankruptcy; (c) The partner has agreed that the creditor need not exhaust partnership assets; (d) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (e) Liability is imposed on the partner by law or contract independent of the existence of the partnership. (5) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under RCW 25.05.135 .
RCW 25.05.255 — Washington Code / Title 25 / Chapter 05 / Section 255
RCW 25.05.255: Dissociated partner's power to bind and liability to partnership.
Status: in_force

(1) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under RCW 25.05.100 before dissociation only if at the time of entering into the transaction the other party: (a) Reasonably believed that the dissociated partner was then a partner; (b) Did not have notice of the partner's dissociation; and (c) Is not deemed to have had knowledge under RCW 25.05.110 (3) or notice under RCW 25.05.265 (3). (2) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1) of this section.
RCW 25.15.446 — Washington Code / Title 25 / Chapter 15 / Section 446
RCW 25.15.446: Filing required for conversion—Effective date.
Status: in_force

(1) After a plan of conversion is approved, the converting organization must make one of the following filings to complete the conversion: (a) A converting limited liability company must deliver to the secretary of state for filing articles of conversion, which must include: (i) A statement that the limited liability company has been converted into another organization; (ii) The name and form of the converted organization and the jurisdiction of its governing statute; (iii) The date the conversion is effective under the governing statute of the converted organization; (iv) A statement that the conversion was approved as required by this chapter; (v) A statement that the conversion was approved as required by the governing statute of the converted organization; and (vi) If the converted organization is a foreign organization not registered to transact business in this state, the street and mailing address of the converted organization's principal office for the purposes of service of process under RCW 23.95.450 ; or (b) A converting organization that is not a limited liability company must deliver to the secretary of state for filing a certificate of formation, together with articles of conversion, which must include: (i) A statement that the limited liability company was converted from another organization; (ii) The name and form of the converting organization and the jurisdiction of its governing statute; and (iii) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute. (2) The effective time of a conversion is either: (a) If the converted organization is a limited liability company, when the certificate of formation takes effect; or (b) If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization. (3) If the certificate of formation filed pursuant to this section does not specify a delayed effective date, it becomes effective upon filing as provided in RCW 23.95.210 . The certificate of formation may specify a delayed effective time and date in accordance with RCW 23.95.210 .
RCW 25.10.331 — Washington Code / Title 25 / Chapter 10 / Section 331
RCW 25.10.331: Right of limited partner and former limited partner to information.
Status: in_force

(1) On ten days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office. The limited partner need not have any particular purpose for seeking the information. (2) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if: (a) The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; (b) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (c) The information sought is directly connected to the limited partner's purpose. (3) Within ten days after receiving a demand pursuant to subsection (2) of this section, the limited partnership in a record shall inform the limited partner that made the demand: (a) What information the limited partnership will provide in response to the demand; (b) When and where the limited partnership will provide the information; and (c) If the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining. (4) Subject to subsection (6) of this section, a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office if: (a) The information pertains to the period during which the person was a limited partner; (b) The person seeks the information in good faith; and (c) The person meets the requirements of subsection (2) of this section. (5) The limited partnership shall respond to a demand made pursuant to subsection (4) of this section in the same manner as provided in subsection (3) of this section. (6) If a limited partner dies, RCW 25.10.561 applies. (7) The limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (8) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (9) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (7) of this section or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner. (10) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner.
RCW 25.15.341 — Washington Code / Title 25 / Chapter 15 / Section 341
RCW 25.15.341: Withdrawal of registration.
Status: in_force

A foreign limited liability company may withdraw its registration by delivering to the secretary of state for filing a statement of withdrawal in accordance with RCW 23.95.530 .
RCW 25.10.766 — Washington Code / Title 25 / Chapter 10 / Section 766
RCW 25.10.766: Filings required for conversion—Effective date.
Status: in_force

(1) After a plan of conversion is approved: (a) A converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include: (i) A statement that the limited partnership has been converted into another organization; (ii) The name and form of the organization and the jurisdiction of its governing statute; (iii) The date the conversion is effective under the governing statute of the converted organization; (iv) A statement that the conversion was approved as required by this chapter; (v) A statement that the conversion was approved as required by the governing statute of the converted organization; and (vi) If the converted organization is a foreign organization not registered to transact business in this state, the street and mailing address of the organization's principal office that may be used for service of process under RCW 23.95.450 ; and (b) If the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by RCW 25.10.201 : (i) A statement that the limited partnership was converted from another organization; (ii) The name and form of the organization and the jurisdiction of its governing statute; and (iii) A statement that the conversion was approved in a manner that complied with the organization's governing statute. (2) A conversion becomes effective: (a) If the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and (b) If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.
RCW 25.10.561 — Washington Code / Title 25 / Chapter 10 / Section 561
RCW 25.10.561: Power of estate of deceased partner.
Status: in_force

If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in RCW 25.10.551 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under RCW 25.10.331 .
RCW 25.10.876 — Washington Code / Title 25 / Chapter 10 / Section 876
RCW 25.10.876: Dissenter's estimate of fair value—Notice.
Status: in_force

(1) A dissenter may notify the limited partnership in writing of the dissenter's own estimate of the fair value of the dissenter's partnership interest and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RCW 25.10.866 ; if: (a) The dissenter believes that the amount paid is less than the fair value of the dissenter's partnership interest or that the interest due is incorrectly calculated; (b) The limited partnership fails to make payment within sixty days after the date set for demanding payment; or (c) The limited partnership, having failed to effectuate the proposed merger, does not release the transfer restrictions imposed on partnership interests as permitted by RCW 25.10.861 within sixty days after the date set for demanding payment. (2) A dissenter waives the right to demand payment under this section unless the dissenter notifies the limited partnership of the dissenter's demand in writing under subsection (1)(a) of this section within thirty days after the limited partnership made payment for the dissenter's partnership interest.
RCW 25.10.571 — Washington Code / Title 25 / Chapter 10 / Section 571
RCW 25.10.571: Nonjudicial dissolution.
Status: in_force

Except as otherwise provided in RCW 25.10.576 , a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: (1) The happening of an event specified in the partnership agreement; (2) The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; (3) The passage of ninety days after the dissociation of a person as a general partner if following such dissociation the limited partnership does not have a remaining general partner unless before the end of the period: (a) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (b) At least one person is admitted as a general partner in accordance with the consent; (4) The passage of ninety days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or (5) The signing and filing of a statement of administrative dissolution by the secretary of state under RCW 23.95.610 .
RCW 25.05.110 — Washington Code / Title 25 / Chapter 05 / Section 110
RCW 25.05.110: Statement of partnership authority.
Status: in_force

(1) A partnership may deliver to the secretary of state for filing a statement of partnership authority, which: (a) Must include: (i) The name of the partnership; and (ii) The street address of its chief executive office and of one office in this state, if there is one; and (b) May state the names of all of the partners, the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership, the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter. (2) A grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person not a partner who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in a subsequently filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority. (3) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if the limitation is contained in a filed statement of partnership authority. (4) Except as otherwise provided in subsection (3) of this section and RCW 25.05.265 and 25.05.320 , a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement. (5) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five years after the date on which the statement, or the most recent amendment, was filed by the secretary of state.
RCW 25.10.866 — Washington Code / Title 25 / Chapter 10 / Section 866
RCW 25.10.866: Payment of fair value—Requirements for compliance.
Status: in_force

(1) Within thirty days of the later of the date the proposed merger becomes effective, or the payment demand is received, the limited partnership shall pay each dissenter who complied with RCW 25.10.856 the amount the limited partnership estimates to be the fair value of the partnership interest, plus accrued interest. (2) The payment must be accompanied by: (a) Copies of any financial statements for the most recent fiscal year maintained as required by RCW 25.10.091 ; (b) An explanation of how the limited partnership estimated the fair value of the partnership interest; (c) An explanation of how the accrued interest was calculated; (d) A statement of the dissenter's right to demand payment; and (e) A copy of this article.
RCW 25.10.281 — Washington Code / Title 25 / Chapter 10 / Section 281
RCW 25.10.281: Certificate of existence or registration.
Status: in_force

Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic limited partnership or a certificate of registration for a foreign limited partnership.
RCW 25.15.181 — Washington Code / Title 25 / Chapter 15 / Section 181
RCW 25.15.181: Loss of sole remaining manager.
Status: in_force

In the event of the death, resignation, or removal of the sole remaining manager, or if one of the events described in RCW 25.15.131 (1) (e) through (h) occurs with regard to the sole remaining manager, the limited liability company shall become member-managed unless one or more managers are appointed by a majority of the members within ninety days after the occurrence of such an event.
RCW 25.10.846 — Washington Code / Title 25 / Chapter 10 / Section 846
RCW 25.10.846: Partner—Dissent—Voting restriction.
Status: in_force

A partner 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 the partner's interest under this article.
RCW 25.15.091 — Washington Code / Title 25 / Chapter 15 / Section 091
RCW 25.15.091: Execution or amendment by judicial order.
Status: in_force

(1) If a person required to execute a certificate required by this chapter fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior courts to direct the execution of the certificate under RCW 23.95.245 . (2) If a person required to execute a limited liability company agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior courts to direct the execution of the limited liability company agreement or amendment thereof. If the court finds that the limited liability company agreement or amendment thereof should be executed and that any person required to execute the limited liability company agreement or amendment thereof has failed or refused to do so, it shall enter an order granting appropriate relief.
RCW 25.15.371 — Washington Code / Title 25 / Chapter 15 / Section 371
RCW 25.15.371: Termination of registration.
Status: in_force

The secretary of state may terminate the registration of a foreign limited liability company registered in this state under the circumstances and procedures specified in RCW 23.95.550 .
RCW 25.10.621 — Washington Code / Title 25 / Chapter 10 / Section 621
RCW 25.10.621: Disposition of assets—When contributions required.
Status: in_force

(1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors including, to the extent permitted by law, partners that are creditors. (2) Any surplus remaining after the limited partnership complies with subsection (1) of this section must be paid in cash as a distribution. (3) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (1) of this section, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply: (a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under RCW 25.10.541 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. (b) If a person does not contribute the full amount required under (a) of this subsection with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by (a) of this subsection on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred. (c) If a person does not make the additional contribution required by (b) of this subsection, further additional contributions are determined and due in the same manner as provided in (b) of this subsection. (4) A person that makes an additional contribution under subsection (3)(b) or (c) of this section may recover from any person whose failure to contribute under subsection (3)(a) or (b) of this section necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute. (5) The estate of a deceased individual is liable for the person's obligations under this section. (6) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (3) of this section.
RCW 25.10.041 — Washington Code / Title 25 / Chapter 10 / Section 041
RCW 25.10.041: Governing law.
Status: in_force

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.
RCW 25.05.505 — Washington Code / Title 25 / Chapter 05 / Section 505
RCW 25.05.505: Name.
Status: in_force

The name of a limited liability partnership must comply with Article 3 of chapter 23.95 RCW.
RCW 25.05.200 — Washington Code / Title 25 / Chapter 05 / Section 200
RCW 25.05.200: Partner not co-owner of partnership property.
Status: in_force

A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
RCW 25.10.161 — Washington Code / Title 25 / Chapter 10 / Section 161
RCW 25.10.161: Consent and proxies of partners.
Status: in_force

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney-in-fact.
RCW 25.05.215 — Washington Code / Title 25 / Chapter 05 / Section 215
RCW 25.05.215: Partner's transferable interest subject to charging order.
Status: in_force

(1) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require. (2) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (3) At any time before foreclosure, an interest charged may be redeemed: (a) By the judgment debtor; (b) With property other than partnership property, by one or more of the other partners; or (c) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged. (4) This chapter does not deprive a partner of a right under exemption laws with respect to the interest in the partnership. (5) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
RCW 25.10.391 — Washington Code / Title 25 / Chapter 10 / Section 391
RCW 25.10.391: Limited partnership liable for general partner's actionable conduct.
Status: in_force

(1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership. (2) If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
RCW 25.10.601 — Washington Code / Title 25 / Chapter 10 / Section 601
RCW 25.10.601: Other claims against dissolved limited partnership.
Status: in_force

(1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (2) The notice must: (a) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this state, in the county in which the limited partnership's designated office is or was last located; (b) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; (c) State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within three years after publication of the notice; and (d) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on RCW 25.10.401 . (3) If a dissolved limited partnership publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within three years after the publication date of the notice: (a) A claimant that did not receive notice in a record under RCW 25.10.596 ; (b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (4) A claim not barred under this section may be enforced: (a) Against the dissolved limited partnership, to the extent of its undistributed assets; (b) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this subsection (4)(b) does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or (c) Against any person liable on the claim under RCW 25.10.401 .
RCW 25.05.440 — Washington Code / Title 25 / Chapter 05 / Section 440
RCW 25.05.440: Partners—Dissenters' notice—Requirements.
Status: in_force

(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 days after the approval of the plan of merger, and must: (a) State where the payment demand must be sent; (b) Inform partners as to the extent transfer of the partner's interest in the partnership will be restricted as permitted by RCW 25.05.450 after the payment demand is received; (c) Supply a form for demanding payment; (d) Set a date by which the partnership must receive the payment demand, which date may not be fewer than thirty nor more than sixty days after the date the notice under this section is delivered; and (e) Be accompanied by a copy of this article.
RCW 25.15.086 — Washington Code / Title 25 / Chapter 15 / Section 086
RCW 25.15.086: Execution.
Status: reserved

Each record required or permitted by this chapter to be filed in the office of the secretary of state must comply with the requirements of Article 2 of chapter 23.95 RCW and must be executed in the following manner: (1) Each original certificate of formation must be executed by the person or persons forming the limited liability company; (2) A reservation of name may be executed by any person; (3) A transfer of reservation of name must be executed by, or on behalf of, the applicant for the reserved name; (4) A registration of name must be executed by any member or manager of the foreign limited liability company; (5) A certificate of amendment or restatement must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members; (6) A certificate of dissolution must be executed by the person or persons authorized to wind up the limited liability company's affairs pursuant to RCW 25.15.297 (3); (7) If a surviving domestic limited liability company is filing articles of merger, the articles of merger must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members, or if the articles of merger are being filed by a surviving foreign limited liability company, limited partnership, corporation, or other person, the articles of merger must be executed by a person authorized by such foreign limited liability company, limited partnership, corporation, or other person; (8) A foreign limited liability company's application for registration as a foreign limited liability company doing business within the state must be executed by any member or manager of the foreign limited liability company; and (9) If a converting limited liability company is filing articles of conversion, the articles of conversion must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members.
RCW 25.05.390 — Washington Code / Title 25 / Chapter 05 / Section 390
RCW 25.05.390: Merger—Foreign and domestic.
Status: in_force

(1) One or more foreign partnerships, foreign limited liability companies, foreign limited partnerships, and foreign corporations may merge with one or more domestic partnerships, domestic limited liability companies, domestic limited partnerships, or domestic corporations if: (a) The merger is permitted by the law of the jurisdiction under which each foreign partnership was organized, each foreign limited liability company was formed, each foreign limited partnership was organized, and each foreign corporation was incorporated, and each foreign partnership, foreign limited liability company, foreign limited partnership, and foreign corporation complies with that law in effecting the merger; (b) The surviving entity complies with RCW 25.05.380 ; (c) Each domestic limited liability company complies with RCW 25.15.421 ; (d) Each domestic limited partnership complies with RCW 25.10.781 ; and (e) Each domestic corporation complies with *RCW 23B.11.080 . (2) Upon the merger taking effect, a surviving foreign limited liability company, limited partnership, or corporation may be served with process in accordance with RCW 23.95.450 in a proceeding to enforce any obligation or the rights of dissenting members, partners, or shareholders of each domestic limited liability company, domestic limited partnership, or domestic corporation party to the merger.
RCW 25.15.216 — Washington Code / Title 25 / Chapter 15 / Section 216
RCW 25.15.216: Distribution following dissociation.
Status: in_force

A member does not have a right to receive a distribution on account of dissociation.
RCW 25.15.367 — Washington Code / Title 25 / Chapter 15 / Section 367
RCW 25.15.367: Service of process on unregistered foreign limited liability companies.
Status: in_force

Any foreign limited liability company which does business in this state without having registered under Article 5 of chapter 23.95 RCW has thereby consented to service of legal process in accordance with RCW 23.95.450 in any civil action, suit, or proceeding against it in any state or federal court in this state arising or growing out of any business done by it within this state. The doing of business in this state by such foreign limited liability company is a signification of the agreement of such foreign limited liability company that any such process when so served is of the same legal force and validity as if served upon a registered agent personally within this state.
RCW 25.15.481 — Washington Code / Title 25 / Chapter 15 / Section 481
RCW 25.15.481: Member—Dissent—Voting restriction.
Status: in_force

A member of a limited liability company 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 member who does not satisfy the requirements of this section is not entitled to payment for the member's interest in the limited liability company under this article.
RCW 25.10.706 — Washington Code / Title 25 / Chapter 10 / Section 706
RCW 25.10.706: Derivative action.
Status: in_force

A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or (2) A demand would be futile.
RCW 25.10.131 — Washington Code / Title 25 / Chapter 10 / Section 131
RCW 25.10.131: Change of registered agent for service of process.
Status: in_force

A limited partnership or a foreign limited partnership may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430 .
RCW 25.15.516 — Washington Code / Title 25 / Chapter 15 / Section 516
RCW 25.15.516: Unsettled demand for payment—Proceeding—Parties—Appraisers.
Status: in_force

(1) If a demand for payment under RCW 25.15.491 remains unsettled, the limited liability company must commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the dissenting member's interest in the limited liability company, and accrued interest. If the limited liability company does not commence the proceeding within the sixty-day period, it must pay each dissenter whose demand remains unsettled the amount demanded. (2) The limited liability company must commence the proceeding in the superior court of the county where the limited liability company's principal office or, if none in this state, its registered office is located. (3) The limited liability company must make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their membership interests in the limited liability company and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. (4) The limited liability company may join as a party to the proceeding any member who claims to be a dissenter but who has not, in the opinion of the limited liability company, complied with the provisions of this article. If the court determines that such member has not complied with the provisions of this article, the member must be dismissed as a party. (5) The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decisions on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. (6) Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of the dissenter's membership interest in the limited liability company, plus interest, exceeds the amount paid by the limited liability company.
RCW 25.10.796 — Washington Code / Title 25 / Chapter 10 / Section 796
RCW 25.10.796: Restrictions on approval of conversions and mergers and on relinquishing LLLP status.
Status: in_force

(1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless: (a) The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and (b) The partner has consented to the provision of the partnership agreement. (2) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless: (a) The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and (b) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement. (3) A partner does not give the consent required by subsection (1) or (2) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
RCW 25.15.471 — Washington Code / Title 25 / Chapter 15 / Section 471
RCW 25.15.471: Member—Dissent—Payment of fair value.
Status: in_force

(1) Except as provided in RCW 25.15.481 or 25.15.491 (2), or in a written limited liability company agreement, a member of a limited liability company is entitled to dissent from, and obtain payment of, the fair value of the member's interest in a limited liability company in the event of consummation of a plan of merger to which the limited liability company is a party as permitted by RCW 25.15.416 . (2) A member entitled to dissent and obtain payment for the member's interest in a limited liability company under this article may not challenge the merger creating the member's entitlement unless the merger fails to comply with the procedural requirements imposed by this chapter, Title 23B RCW, chapter 25.05 RCW, chapter 25.10 RCW, or the limited liability company agreement, or is fraudulent with respect to the member or the limited liability company. (3) The right of a dissenting member in a limited liability company to obtain payment of the fair value of the member's interest in the limited liability company terminates upon the occurrence of any one of the following events: (a) The proposed merger is abandoned or rescinded; (b) A court having jurisdiction permanently enjoins or sets aside the merger; or (c) The member's demand for payment is withdrawn with the written consent of the limited liability company.
RCW 25.15.221 — Washington Code / Title 25 / Chapter 15 / Section 221
RCW 25.15.221: Distribution in-kind.
Status: in_force

A member, regardless of the nature of the member's contribution, has no right to receive any distribution from a limited liability company in any form other than money. A limited liability company may distribute an asset in kind to the extent that each member receives a percentage of the asset equal to the member's percentage share of distributions.
RCW 25.15.151 — Washington Code / Title 25 / Chapter 15 / Section 151
RCW 25.15.151: Member-managed limited liability companies.
Status: in_force

(1) If the limited liability company is member-managed: (a) Management of the activities of the limited liability company is vested in the members; and (b) A difference arising as to a matter in the ordinary course of the activities of the limited liability company may be decided by the vote, approval, or consent of a majority of the members, except as otherwise provided in RCW 25.15.121 or otherwise in this chapter. (2) If the limited liability company is member-managed, each member is an agent of the limited liability company and has the authority to bind the limited liability company with regard to matters in the ordinary course of its activities.
RCW 25.10.051 — Washington Code / Title 25 / Chapter 10 / Section 051
RCW 25.10.051: Supplemental principles of law—Rate of interest.
Status: in_force

(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).
RCW 25.10.011 — Washington Code / Title 25 / Chapter 10 / Section 011
RCW 25.10.011: Definitions.
Status: in_force

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 the term "right of contribution," means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner. (3) "Debtor in bankruptcy" means a person that is the subject of: (a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (b) A comparable order under federal, state, or foreign law governing insolvency. (4) "Designated office" means the principal office indicated in the limited partnership's most recent annual report, or, if the principal office is not located within this state, the office of the limited partnership's registered agent. (5) "Distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee. (6) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to RCW 25.10.401 (3). (7) "Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. "Foreign limited partnership" includes a foreign limited liability limited partnership. (8) "General partner" means: (a) With respect to a limited partnership, a person that: (i) Becomes a general partner under RCW 25.10.371 ; or (ii) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under RCW 25.10.911 (1) or (2); and (b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. (9) "Limited liability limited partnership," except in the term "foreign limited liability limited partnership," means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership. (10) "Limited partner" means: (a) With respect to a limited partnership, a person that: (i) Becomes a limited partner under RCW 25.10.301 ; or (ii) Was a limited partner in a limited partnership when the limited partnership became subject to this chapter under RCW 25.10.911 (1) or (2); and (b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership. (11) "Limited partnership," except in the terms "foreign limited partnership" and "foreign limited liability limited partnership," means an entity, having one or more general partners and one or more limited partners, that is formed under this chapter by two or more persons or becomes subject to this chapter under article 11 of this chapter or RCW 25.10.911 (1) or (2). "Limited partnership" includes a limited liability limited partnership. (12) "Partner" means a limited partner or general partner. (13) "Partnership agreement" means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. "Partnership agreement" includes the agreement as amended or restated. (14) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government; governmental subdivision, agency, or instrumentality; or any other legal or commercial entity. (15) "Person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership. (16) "Principal office" means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state. (17) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (18) "Required information" means the information that a limited partnership is required to maintain under RCW 25.10.091 . (19) "Sign" means, with present intent to authenticate or adopt a record: (a) To execute or adopt a tangible symbol; (b) To attach to or logically associate with the record an electronic symbol, sound, or process; or (c) With respect to a record to be filed with the secretary of state, to comply with the standard for filing with the office of the secretary of state as prescribed by the secretary of state. (20) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (21) "Tangible medium" means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material. (22) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. (23) "Transferable interest" means a partner's right to receive distributions. (24) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
RCW 25.12.030 — Washington Code / Title 25 / Chapter 12 / Section 030
RCW 25.12.030: Certificate to be made, acknowledged and filed.
Status: in_force

The persons forming such partnership shall make and severally subscribe a certificate, in duplicate, and file one of such certificates with the county auditor of the county in which the principal place of business of the partnership is to be. Before being filed, the execution of such certificate shall be acknowledged by each partner subscribing it before some officer authorized to take acknowledgments of deeds; and such certificate shall contain the name assumed by the partnership and under which its business is to be conducted, the names and respective places of residence of all the general and special partners, the amount of capital which each special partner has contributed to the common stock, the general nature of the business to be transacted, and the time when the partnership is to commence, and when it is to terminate.
RCW 25.10.251 — Washington Code / Title 25 / Chapter 10 / Section 251
RCW 25.10.251: Delivery to and filing of records by secretary of state—Effective time and date.
Status: in_force

(1) A record authorized or required to be delivered to the secretary of state for filing under this chapter must comply with the requirements of Article 2 of chapter 23.95 RCW. The secretary of state shall: (a) For a statement of dissociation, send: (i) A copy of the filed statement and a receipt for the fees to the person that the statement indicates has dissociated as a general partner; and (ii) A copy of the filed statement and receipt to the limited partnership; (b) For a statement of withdrawal, send: (i) A copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and (ii) If the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and (c) For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed. (2) A record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date in accordance with RCW 23.95.210 . Except as otherwise provided in this chapter, a record filed by the secretary of state is effective as provided in RCW 23.95.210 .
RCW 25.10.911 — Washington Code / Title 25 / Chapter 10 / Section 911
RCW 25.10.911: Application to existing relationships.
Status: in_force

(1) Before July 1, 2010, this chapter governs only: (a) A limited partnership formed on or after January 1, 2010; and (b) Except as otherwise provided in subsections (3) and (4) of this section, a limited partnership formed before January 1, 2010, that elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter. (2) Except as otherwise provided in subsection (3) of this section, on and after July 1, 2010, this chapter governs all limited partnerships. (3) With respect to a limited partnership formed before January 1, 2010, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement: (a) RCW 25.10.021 (3) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2010. (b) The limited partnership is not required to amend its certificate of limited partnership to comply with RCW 25.10.201 (1)(d). (c) RCW 25.10.511 and 25.10.516 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2010. (d) RCW 25.10.521 (4) does not apply. (e) RCW 25.10.521 (5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2010. (f) RCW 25.10.571 (3) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2010. (4) With respect to a limited partnership that elects pursuant to subsection (1)(b) of this section to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply: (a) Before July 1, 2010, to: (i) A third party that had not done business with the limited partnership in the year before the election took effect; and (ii) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and (b) On and after July 1, 2010, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under (a)(ii) of this subsection.
RCW 25.15.305 — Washington Code / Title 25 / Chapter 15 / Section 305
RCW 25.15.305: Distribution of assets.
Status: in_force

(1) Upon the winding up of a limited liability company, the assets are distributed as follows: (a) To creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or the making of reasonable provision for payment thereof, other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to members under RCW 25.15.211 or 25.15.226 ; (b) To members and former members in satisfaction of liabilities for distributions under RCW 25.15.211 or 25.15.226 ; and (c) To members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions. (2) A limited liability company that has dissolved must pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, known to the limited liability company and all claims and obligations which are known to the limited liability company but for which the identity of the claimant is unknown. A limited liability company shall not be required to make provision to pay claims that are or later become barred under RCW 25.15.301 or 25.15.309 or other applicable law. If there are sufficient assets, such claims and obligations must be paid in full and any such provision for payment made must be made in full. If there are insufficient assets, such claims and obligations must be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets must be distributed as provided in this chapter. Any person winding up a limited liability company's affairs who has complied with this section is not personally liable to the claimants of the dissolved limited liability company by reason of such person's actions in winding up the limited liability company.
RCW 25.15.806 — Washington Code / Title 25 / Chapter 15 / Section 806
RCW 25.15.806: Applicable fees, charges, and penalties.
Status: in_force

Limited liability companies are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120 .
RCW 25.10.903 — Washington Code / Title 25 / Chapter 10 / Section 903
RCW 25.10.903: Effective date—2009 c 188.
Status: in_force

This chapter takes effect January 1, 2010.
RCW 25.10.586 — Washington Code / Title 25 / Chapter 10 / Section 586
RCW 25.10.586: Power of general partner and person dissociated as general partner to bind partnership after dissolution.
Status: in_force

(1) A limited partnership is bound by a general partner's act after dissolution that: (a) Is appropriate for winding up the limited partnership's activities; or (b) Would have bound the limited partnership under RCW 25.10.381 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. (2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (a) At the time the other party enters into the transaction: (i) Less than two years have passed since the dissociation; and (ii) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and (b) The act: (i) Is appropriate for winding up the limited partnership's activities; or (ii) Would have bound the limited partnership under RCW 25.10.381 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
RCW 25.10.431 — Washington Code / Title 25 / Chapter 10 / Section 431
RCW 25.10.431: Right of general partner and former general partner to information.
Status: in_force

(1) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (a) In the limited partnership's designated office, required information; and (b) At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition. (2) Each general partner and the limited partnership shall furnish to a general partner: (a) Without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and (b) On demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (3) Subject to subsection (5) of this section, on ten days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (1) of this section at the location specified in subsection (1) of this section if: (a) The information or record pertains to the period during which the person was a general partner; (b) The person seeks the information or record in good faith; and (c) The person satisfies the requirements imposed on a limited partner by RCW 25.10.331 (2). (4) The limited partnership shall respond to a demand made pursuant to subsection (3) of this section in the same manner as provided in RCW 25.10.331 (3). (5) If a general partner dies, RCW 25.10.561 applies. (6) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (7) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (8) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (6) of this section or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner. (9) The rights under this section do not extend to a person as transferee, but the rights under subsection (3) of this section of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under RCW 25.10.521 (7) (b) or (c).
RCW 25.10.291 — Washington Code / Title 25 / Chapter 10 / Section 291
RCW 25.10.291: Annual report for secretary of state.
Status: in_force

A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the secretary of state for filing an annual report in accordance with RCW 23.95.255 .
RCW 25.10.921 — Washington Code / Title 25 / Chapter 10 / Section 921
RCW 25.10.921: Authority to adopt rules.
Status: in_force

The secretary of state has the power and authority reasonably necessary for the efficient and effective administration of this chapter, including the adoption of rules under chapter 34.05 RCW.
RCW 25.10.231 — Washington Code / Title 25 / Chapter 10 / Section 231
RCW 25.10.231: Signing of records.
Status: in_force

(1) Each record delivered to the secretary of state for filing pursuant to Article 2 of chapter 23.95 RCW must be signed in the following manner: (a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate. (b) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate. (c) An amendment designating as general partner a person admitted under RCW 25.10.571 (3)(b) following the dissociation of a limited partnership's last general partner must be signed by that person. (d) An amendment required by RCW 25.10.581 (3) following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person. (e) Any other amendment must be signed by: (i) At least one general partner listed in the certificate of limited partnership; (ii) Each other person designated in the amendment as a new general partner; and (iii) Each person that the amendment indicates has dissociated as a general partner, unless: (A) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (B) The person has previously delivered to the secretary of state for filing a statement of dissociation. (f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other subsection of this subsection (1), the certificate must be signed in a manner that satisfies that subsection. (g) A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to RCW 25.10.581 (3) or (4) to wind up the dissolved limited partnership's activities. (h) Articles of conversion must be signed by each general partner listed in the certificate of limited partnership. (i) Articles of merger must be signed as provided in RCW 25.10.786 (1). (j) Any other record delivered on behalf of a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate of limited partnership. (k) A statement by a person pursuant to RCW 25.10.531 (1)(d) stating that the person has dissociated as a general partner must be signed by that person. (l) A statement of withdrawal by a person pursuant to RCW 25.10.351 must be signed by that person. (m) A record delivered on behalf of a foreign limited partnership to the secretary of state for filing must be signed by at least one general partner of the foreign limited partnership. (n) Any other record delivered on behalf of any person to the secretary of state for filing must be signed by that person. (2) Any person may sign by an agent any record to be delivered to the secretary of state for filing under Article 2 of chapter 23.95 RCW.
RCW 25.05.035 — Washington Code / Title 25 / Chapter 05 / Section 035
RCW 25.05.035: Partnership subject to amendment or repeal of chapter.
Status: in_force

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
RCW 25.15.274 — Washington Code / Title 25 / Chapter 15 / Section 274
RCW 25.15.274: Judicial dissolution.
Status: in_force

On application by a member or manager the superior courts may order dissolution of a limited liability company whenever: (1) It is not reasonably practicable to carry on the limited liability company's activities in conformity with the certificate of formation and the limited liability company agreement; or (2) other circumstances render dissolution equitable.
RCW 25.05.315 — Washington Code / Title 25 / Chapter 05 / Section 315
RCW 25.05.315: Partner's power to bind partnership after dissolution.
Status: in_force

Subject to RCW 25.05.320 , a partnership is bound by a partner's act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under RCW 25.05.100 before dissolution, if the other party to the transaction did not have notice of the dissolution.
RCW 25.15.351 — Washington Code / Title 25 / Chapter 15 / Section 351
RCW 25.15.351: Enjoinder from doing business in this state.
Status: in_force

A foreign limited liability company may be enjoined from doing business in this state under RCW 23.95.555 .
RCW 25.05.435 — Washington Code / Title 25 / Chapter 05 / Section 435
RCW 25.05.435: Partner—Dissent—Voting restriction.
Status: in_force

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 the partner's interest in the partnership under this article.
RCW 25.10.351 — Washington Code / Title 25 / Chapter 10 / Section 351
RCW 25.10.351: Person erroneously believing self to be limited partner.
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, a person that makes an investment in a business enterprise, and erroneously but in good faith believes that the person has become a limited partner in the enterprise, is not a general partner and is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (a) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or (b) Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of withdrawal under this section. (2) A person that makes an investment described in subsection (1) of this section is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner. (3) If a person makes a diligent effort in good faith to comply with subsection (1)(a) of this section and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subsection (1)(b) of this section even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
RCW 25.15.121 — Washington Code / Title 25 / Chapter 15 / Section 121
RCW 25.15.121: Voting and classes of membership.
Status: in_force

(1) Except as otherwise provided by this chapter, the affirmative vote, approval, or consent of a majority of the members is necessary for actions requiring member approval. (2) The affirmative vote, approval, or consent of all members is required to: (a) Amend the certificate of formation, except as provided in RCW 25.15.076 (2); (b) Amend the limited liability company agreement; (c) Authorize a manager, member, or other person to do any act on behalf of the limited liability company that contravenes the limited liability company agreement, including any provision that expressly limits the purpose, business, or affairs of the limited liability company or the conduct thereof; (d) Admit as a member of the limited liability company a person acquiring a limited liability company interest directly from the limited liability company as provided in RCW 25.15.116 (2)(a); (e) Admit as a member of the limited liability company a transferee of a limited liability company interest as provided in RCW 25.15.116 (2)(b); (f) Authorize a member's removal as a member of the limited liability company as provided in RCW 25.15.131 (1)(e); (g) Waive a member's dissociation as a member of the limited liability company as provided in RCW 25.15.131 (1) (f), (g), or (h); (h) Compromise any member's obligation to make a contribution or return cash or other property paid or distributed to the member in violation of this chapter as provided in RCW 25.15.196 (2); (i) Amend the certificate of formation and extend the date of dissolution, if a dissolution date is specified in the certificate of formation, as provided in RCW 25.15.265 (1); (j) Dissolve the limited liability company as provided in RCW 25.15.265 (3); (k) Approve a plan of conversion as provided in RCW 25.15.441 (1); (l) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited liability company's property, other than in the ordinary course of the limited liability company's activities or activities of the kind carried on by the limited liability company; or (m) Undertake any other act outside the ordinary course of the limited liability company's activities. (3) A limited liability company agreement may provide for classes or groups of members having such relative rights, powers, and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner provided in the limited liability company agreement of additional classes or groups of members having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members. A limited liability company agreement may provide for the taking of an action, including the amendment of the limited liability company agreement, without the vote or approval of any member or class or group of members, including an action to create under the provisions of the limited liability company agreement a class or group of limited liability company interests that was not previously outstanding. A limited liability company agreement may provide that any member or class or group of members do not have voting rights. (4) A limited liability company agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter. If the limited liability company agreement so provides, voting by members may be on a per capita, profit share, class, group, or any other basis. (5) A limited liability company agreement may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any members, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
RCW 25.05.025 — Washington Code / Title 25 / Chapter 05 / Section 025
RCW 25.05.025: Delivery and filing of statements.
Status: in_force

(1) A statement may be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. A certified copy of a statement that is filed in an office in another state may be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state. (2) A statement delivered by a partnership to the secretary of state for filing must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person shall personally declare under penalty of perjury that the contents of the statement are accurate. (3) A person authorized by this chapter to deliver a statement to the secretary of state for filing may amend or cancel the statement by delivering to the secretary of state for filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. (4) A person who delivers a statement to the secretary of state for filing shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
RCW 25.10.141 — Washington Code / Title 25 / Chapter 10 / Section 141
RCW 25.10.141: Resignation of agent for service of process.
Status: in_force

A registered agent may resign as an agent for service of process of a limited partnership or foreign limited partnership by delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445 .
RCW 25.15.206 — Washington Code / Title 25 / Chapter 15 / Section 206
RCW 25.15.206: Allocation of distributions.
Status: in_force

Distributions of a limited liability company are made to the members, and to classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreement does not so provide, distributions are made in proportion to the agreed value of the contributions made and any contributions required to be made, but not yet made, by each member.
RCW 25.10.411 — Washington Code / Title 25 / Chapter 10 / Section 411
RCW 25.10.411: Actions by and against partnership and partners.
Status: in_force

(1) To the extent not inconsistent with RCW 25.10.401 , a general partner may be joined in an action against the limited partnership or named in a separate action. (2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner. (3) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under RCW 25.10.401 and: (a) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (b) The limited partnership is a debtor in bankruptcy; (c) The general partner has agreed that the creditor need not exhaust limited partnership assets; (d) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (e) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
RCW 25.15.061 — Washington Code / Title 25 / Chapter 15 / Section 061
RCW 25.15.061: Piercing the veil.
Status: in_force

Members of a limited liability company are personally liable for any act, debt, obligation, or liability of the limited liability company to the extent that shareholders of a Washington business corporation would be liable in analogous circumstances. In this regard, the court may consider the factors and policies set forth in established case law with regard to piercing the corporate veil, except that the failure to hold meetings of members or managers or the failure to observe formalities pertaining to the calling or conduct of meetings is not a factor tending to establish that the members have personal liability for any act, debt, obligation, or liability of the limited liability company if the certificate of formation and limited liability company agreement do not expressly require the holding of meetings of members or managers.
RCW 25.15.154 — Washington Code / Title 25 / Chapter 15 / Section 154
RCW 25.15.154: Manager-managed limited liability companies.
Status: in_force

(1) If the limited liability company is manager-managed: (a) Management of the activities of the limited liability company is vested in one or more managers; and (b) Each manager of the limited liability company: (i) Is designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; (ii) Need not be a member of the limited liability company or a natural person; and (iii) Unless the manager has been earlier removed or has earlier resigned, holds office until a successor has been elected. (2) If the limited liability company is manager-managed: (a) Each manager is an agent of the limited liability company and has the authority to bind the limited liability company with regard to matters in the ordinary course of its activities; and (b) No member, acting solely in its capacity as a member, is an agent of the limited liability company. (3) If the manager is a board, committee, or other group of persons: (a) Subsection (1)(b) of this section applies to each person included in such board, committee, or other group of persons; and (b) No person acting solely in such person's capacity as a participant in such board, committee, or other group of persons is an agent of the limited liability company.
RCW 25.10.511 — Washington Code / Title 25 / Chapter 10 / Section 511
RCW 25.10.511: Dissociation as limited partner.
Status: in_force

(1) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (2) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (a) The limited partnership's having notice of the person's express will to withdraw as a limited partner or on a later date specified by the person; (b) An event agreed to in the partnership agreement as causing the person's dissociation as a limited partner; (c) The person's expulsion as a limited partner pursuant to the partnership agreement; (d) The person's expulsion as a limited partner by the unanimous consent of the other partners if: (i) It is unlawful to carry on the limited partnership's activities with the person as a limited partner; (ii) There has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, that has not been foreclosed; (iii) The person is a corporation and, within ninety days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (iv) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (e) On application by the limited partnership, the person's expulsion as a limited partner by judicial order because: (i) The person engaged in wrongful conduct that adversely and materially affected the limited partnership's activities; (ii) The person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under RCW 25.10.341 (2); or (iii) The person engaged in conduct relating to the limited partnership's activities that makes it not reasonably practicable to carry on the activities with the person as limited partner; (f) In the case of a person who is an individual, the person's death; (g) In the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; (h) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; (i) Termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; (j) The limited partnership's participation in a conversion or merger under article 11 of this chapter, if the limited partnership: (i) Is not the converted or surviving entity; or (ii) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner.
RCW 25.05.360 — Washington Code / Title 25 / Chapter 05 / Section 360
RCW 25.05.360: Conversion of limited partnership to partnership.
Status: in_force

(1) A limited partnership may be converted to a partnership pursuant to this section. (2) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners. (3) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership. (4) The conversion takes effect when the certificate of limited partnership is canceled. (5) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in RCW 25.05.125 , the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
RCW 25.15.256 — Washington Code / Title 25 / Chapter 15 / Section 256
RCW 25.15.256: Rights of judgment creditor.
Status: in_force

(1) On application to a court of competent jurisdiction by any judgment creditor of a member or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment creditor in respect of the limited liability company and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or that the circumstances of the case may require to give effect to the charging order. (2) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the transferable interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (3) At any time before foreclosure, a transferable interest charged may be redeemed: (a) By the judgment debtor; (b) With property other than limited liability company property, by one or more of the other members; or (c) With limited liability company property, by the limited liability company with the consent of all members whose interests are not so charged. (4) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest. (5) This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy a judgment out of the judgment debtor's transferable interest.
RCW 25.05.230 — Washington Code / Title 25 / Chapter 05 / Section 230
RCW 25.05.230: Partner's power to dissociate—Wrongful dissociation.
Status: in_force

(1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to RCW 25.05.225 (1). (2) A partner's dissociation is wrongful only if: (a) It is in breach of an express provision of the partnership agreement; or (b) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (i) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under RCW 25.05.225 (6) through (10) or wrongful dissociation under this subsection; (ii) The partner is expelled by judicial determination under RCW 25.05.225 (5); (iii) The partner is dissociated as the result of an event described in RCW 25.05.225 (6); or (iv) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated. (3) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
RCW 25.15.036 — Washington Code / Title 25 / Chapter 15 / Section 036
RCW 25.15.036: Business transactions of member or manager with the limited liability company.
Status: in_force

A member or manager may lend money to and transact other business with a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to the loan or other transaction as a person who is not a member or manager.
RCW 25.15.331 — Washington Code / Title 25 / Chapter 15 / Section 331
RCW 25.15.331: Name—Registered agent.
Status: in_force

(1) A foreign limited liability company may register with the secretary of state under any name that complies with RCW 23.95.525 and Article 3 of chapter 23.95 RCW. (2) Each foreign limited liability company must continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW. (3) A foreign limited liability company may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430 . (4) A registered agent of a foreign limited liability company may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440 . (5) A registered agent of any foreign limited liability company may resign as agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445 .
RCW 25.15.269 — Washington Code / Title 25 / Chapter 15 / Section 269
RCW 25.15.269: After dissolution under RCW 25.15.265.
Status: in_force

(1) After dissolution occurs under RCW 25.15.265 , the limited liability company may deliver to the secretary of state for filing a certificate of dissolution. (2) A certificate of dissolution filed under subsection (1) of this section must set forth: (a) The name of the limited liability company; and (b) A statement that the limited liability company is dissolved under RCW 25.15.265 .
RCW 25.12.040 — Washington Code / Title 25 / Chapter 12 / Section 040
RCW 25.12.040: Certificate of partnership—Publication.
Status: in_force

The partnership cannot commence before the filing of the certificate of partnership, and if a false statement is made in the certificate, all the persons subscribing thereto are liable as general partners for all the debts of the partnership. The partners shall, for four consecutive weeks immediately after the filing of the certificate of partnership, publish a copy of it in some newspaper of general circulation in the county where the principal place of business of the partnership is, and until the publication is made and completed, the partnership is to be deemed general.
RCW 25.15.191 — Washington Code / Title 25 / Chapter 15 / Section 191
RCW 25.15.191: Form of contribution.
Status: in_force

The contribution of a member to a limited liability company may consist of tangible or intangible property or other benefits to the limited liability company, including money, services performed, promissory notes, other agreements to contribute cash or property, or contracts for services to be performed.
RCW 25.05.155 — Washington Code / Title 25 / Chapter 05 / Section 155
RCW 25.05.155: Distributions in kind.
Status: in_force

A partner has no right to receive, and may not be required to accept, a distribution in kind.
RCW 25.15.081 — Washington Code / Title 25 / Chapter 15 / Section 081
RCW 25.15.081: Restated certificate.
Status: in_force

(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative as a result of there having been filed with the secretary of state one or more certificates or other instruments pursuant to any of the sections referred to in this chapter and it may at the same time also further amend its certificate of formation by delivering a restated certificate of formation to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. (2) A restated certificate of formation must state, either in its heading or in an introductory paragraph, the limited liability company's name and, if it is not to be effective upon filing, the future effective date or time, which must comply with RCW 23.95.210 . If a restated certificate only restates and integrates and does not further amend a limited liability company's certificate of formation as amended or supplemented, it must state that fact as well. (3) Upon the filing of a restated certificate of formation by the secretary of state, or upon the future effective date or time of a restated certificate of formation as provided for, the initial certificate of formation, as amended or supplemented, is superseded; and the restated certificate of formation, including any further amendment or changes made thereby, is thereafter the certificate of formation of the limited liability company, but the original effective date of formation remains unchanged. (4) Any amendment or change effected in connection with the restatement of the certificate of formation is subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
RCW 25.05.565 — Washington Code / Title 25 / Chapter 05 / Section 565
RCW 25.05.565: Activities not constituting transacting business.
Status: in_force

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 .
RCW 25.15.456 — Washington Code / Title 25 / Chapter 15 / Section 456
RCW 25.15.456: Restrictions on approval of conversions.
Status: in_force

If a member of a converting limited liability company or constituent limited liability company will have personal liability with respect to a converted organization or surviving organization, then, in addition to the applicable approval requirements in RCW 25.15.441 (1) or 25.15.421 (1)(a), approval of a plan of conversion or plan of merger must also require the execution, by each such member, of a separate written consent to become subject to such personal liability.
RCW 25.10.101 — Washington Code / Title 25 / Chapter 10 / Section 101
RCW 25.10.101: Business transactions of partner with partnership.
Status: in_force

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.
RCW 25.10.486 — Washington Code / Title 25 / Chapter 10 / Section 486
RCW 25.10.486: Distribution in kind.
Status: in_force

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to RCW 25.10.621 (2), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions.
RCW 25.10.611 — Washington Code / Title 25 / Chapter 10 / Section 611
RCW 25.10.611: Administrative dissolution.
Status: in_force

The secretary of state may dissolve a limited partnership administratively under the circumstances and procedures specified in Article 6 of chapter 23.95 RCW.
RCW 25.10.771 — Washington Code / Title 25 / Chapter 10 / Section 771
RCW 25.10.771: Effect of conversion.
Status: in_force

(1) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) The title to all real estate and other property owned by the converting organization remains vested in the converted organization without reversion or impairment; (b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization; (c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (f) Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of article 8 of this chapter. (3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not registered to transact business in this state may be served with process pursuant to RCW 23.95.450 for purposes of enforcing an obligation under this subsection.
RCW 25.05.100 — Washington Code / Title 25 / Chapter 05 / Section 100
RCW 25.05.100: Partner agent of partnership.
Status: in_force

Subject to the effect of a statement of partnership authority under RCW 25.05.110 : (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority. (2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
RCW 25.05.205 — Washington Code / Title 25 / Chapter 05 / Section 205
RCW 25.05.205: Partner's transferable interest in partnership.
Status: in_force

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
RCW 25.05.250 — Washington Code / Title 25 / Chapter 05 / Section 250
RCW 25.05.250: Purchase of dissociated partner's interest.
Status: in_force

(1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under RCW 25.05.300 , the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2) of this section. (2) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under RCW 25.05.330 (2) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment. (3) Damages for wrongful dissociation under RCW 25.05.230 (2), and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment. (4) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under RCW 25.05.255 . (5) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3) of this section. (6) If a deferred payment is authorized under subsection (8) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (3) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. (7) The payment or tender required by subsection (5) or (6) of this section must be accompanied by the following: (a) A statement of partnership assets and liabilities as of the date of dissociation; (b) The latest available partnership balance sheet and income statement, if any; (c) An explanation of how the estimated amount of the payment was calculated; and (d) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (3) of this section, or other terms of the obligation to purchase. (8) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest. (9) A dissociated partner may maintain an action against the partnership, pursuant to RCW 25.05.170 (2)(b)(ii), to determine the buyout price of that partner's interest, any offsets under subsection (3) of this section, or other terms of the obligation to purchase. The action must be commenced within one hundred twenty days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (3) of this section, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (8) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorneys' fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (7) of this section.
RCW 25.15.054 — Washington Code / Title 25 / Chapter 15 / Section 054
RCW 25.15.054: Membership residency.
Status: in_force

This chapter does not require a limited liability company to restrict membership to persons residing in or engaging in business in this state.
RCW 25.10.721 — Washington Code / Title 25 / Chapter 10 / Section 721
RCW 25.10.721: Proceeds and expenses.
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section: (a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; (b) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership. (2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, from the recovery of the limited partnership.
RCW 25.10.851 — Washington Code / Title 25 / Chapter 10 / Section 851
RCW 25.10.851: Partners—Dissenters' notice—Requirements.
Status: in_force

(1) If the plan of merger is approved, the limited partnership shall deliver a written dissenters' notice to all partners who satisfied the requirements of RCW 25.10.846 . (2) The dissenters' notice required by RCW 25.10.841 (2) or by subsection (1) of this section must be sent within ten days after the approval of the plan of merger, and must: (a) State where the payment demand must be sent; (b) Inform holders of the partnership interest as to the extent transfer of the partnership interest will be restricted as permitted by RCW 25.10.861 after the payment demand is received; (c) Supply a form for demanding payment; (d) Set a date by which the limited partnership must receive the payment demand, which date may not be fewer than thirty nor more than sixty days after the date the notice under this section is delivered; and (e) Be accompanied by a copy of this article.
RCW 25.10.666 — Washington Code / Title 25 / Chapter 10 / Section 666
RCW 25.10.666: Termination of registration.
Status: in_force

The secretary of state may terminate the registration of a registered foreign limited partnership in accordance with RCW 23.95.550 .
RCW 25.15.903 — Washington Code / Title 25 / Chapter 15 / Section 903
RCW 25.15.903: Effective date—2015 c 188.
Status: in_force

This act takes effect January 1, 2016.
RCW 25.15.466 — Washington Code / Title 25 / Chapter 15 / Section 466
RCW 25.15.466: Definitions.
Status: in_force

In this article: (1) "Dissenter" means a member who is entitled to dissent from a plan of merger and who exercises that right when and in the manner required by this article. (2) "Fair value," with respect to a dissenter's limited liability company interest, means the value of the member's limited liability company interest immediately before the effectuation of the merger to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the merger unless exclusion would be inequitable. (3) "Interest" means interest from the effective date of the merger until the date of payment, at the average rate currently paid by the limited liability company on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. (4) "Limited liability company" means the limited liability company in which the dissenter holds or held a membership interest, or the surviving organization by merger, whether foreign or domestic, of that limited liability company.
RCW 25.15.426 — Washington Code / Title 25 / Chapter 15 / Section 426
RCW 25.15.426: Articles of merger—Filing—Effective date.
Status: in_force

(1) After each constituent organization has approved a merger, articles of merger must be executed on behalf of each constituent organization by an authorized representative. (2) The articles of merger must include: (a) The name and form of each constituent organization and the jurisdiction of its governing statute; (b) The name and form of the surviving organization and the jurisdiction of its governing statute; (c) The date the merger is effective under the governing statute of the surviving organization; (d) Any amendments provided for in the plan of merger for the organizational document that created the surviving organization; (e) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (f) If the surviving organization is a foreign organization not registered to transact business in this state, the street and mailing address of the surviving organization's principal office for the purposes of service of process under RCW 23.95.450 ; and (g) Any additional information required by the governing statute of any constituent organization. (3) The surviving organization must deliver the articles of merger for filing in the office of the secretary of state. (4) The effective time of a merger is: (a) If the surviving organization is a limited liability company, upon the later of: (i) Filing of the articles of merger in the office of the secretary of state; or (ii) Subject to subsection (5) of this section, as specified in the articles of merger; or (b) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization. (5) If the articles of merger do not specify a delayed effective date, the articles of merger become effective upon filing as provided in RCW 23.95.210 . The articles of merger may specify a delayed effective time and date in accordance with RCW 23.95.210 .
RCW 25.15.411 — Washington Code / Title 25 / Chapter 15 / Section 411
RCW 25.15.411: Definitions.
Status: in_force

In this article: (1) "Constituent limited liability company" means a limited liability company that is a party to a merger. (2) "Constituent organization" means an organization that is party to a merger. (3) "Converted organization" means the organization into which a converting organization converts under RCW 25.15.436 through 25.15.451 . (4) "Converting limited liability company" means a converting organization that is a limited liability company. (5) "Converting organization" means an organization that converts into another organization pursuant to RCW 25.15.436 . (6) "Governing statute" of an organization means the statute that governs the organization's internal affairs. (7) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not formed for profit. (8) "Organizational documents" means: (a) For a domestic or foreign general partnership, its partnership agreement; (b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; (c) For a domestic or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable records as provided in its governing statute; (d) For a business trust, its agreement of trust and declaration of trust; (e) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and (f) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it. (9) "Personal liability" means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization: (a) By the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or (b) By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. (10) "Surviving organization" means an organization into which one or more other organizations are merged.
RCW 25.15.026 — Washington Code / Title 25 / Chapter 15 / Section 026
RCW 25.15.026: Service of process, notice, or demand.
Status: in_force

Service of process, notice, or demand required or permitted by law to be served on the limited liability company may be made in accordance with RCW 23.95.450 .
RCW 25.10.271 — Washington Code / Title 25 / Chapter 10 / Section 271
RCW 25.10.271: Liability for false information in filed record.
Status: in_force

(1) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (a) A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and (b) A general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under RCW 25.10.211 , file a petition under RCW 25.10.241 , or deliver to the secretary of state for filing a statement of change under RCW 23.95.430 or a statement of correction under RCW 23.95.220 . (2) A person who signs a record authorized or required to be filed under this chapter that such a person knows is false in any material respect with intent that the record be delivered to the secretary of state for filing is subject to a criminal penalty under RCW 23.95.240 .
RCW 25.15.106 — Washington Code / Title 25 / Chapter 15 / Section 106
RCW 25.15.106: Initial and annual reports.
Status: in_force

Each domestic limited liability company, and each foreign limited liability company authorized to transact business in this state, must deliver to the secretary of state for filing initial and annual reports in accordance with RCW 23.95.255 .
RCW 25.05.325 — Washington Code / Title 25 / Chapter 05 / Section 325
RCW 25.05.325: Partner's liability to other partners after dissolution.
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under RCW 25.05.315 . (2) A partner who, with knowledge of the dissolution, incurs a partnership liability under RCW 25.05.315 (2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
RCW 25.10.006 — Washington Code / Title 25 / Chapter 10 / Section 006
RCW 25.10.006: Short title.
Status: in_force

This chapter may be known and cited as the uniform limited partnership act.
RCW 25.15.048 — Washington Code / Title 25 / Chapter 15 / Section 048
RCW 25.15.048: Professional limited liability company—Licensing.
Status: in_force

(1) No limited liability company formed under this chapter may render professional services except through a person or persons who are duly licensed or otherwise legally authorized to render such professional services within this state. However, this chapter does not: (a) Prohibit a person duly licensed or otherwise legally authorized to render professional services in any jurisdiction other than this state from becoming a member of a professional limited liability company formed in this state for the purpose of rendering the same professional services; or (b) Prohibit a professional limited liability company from rendering services outside this state through individuals who are not duly licensed or otherwise legally authorized to render professional services within this state. (2) Persons engaged in a profession and otherwise meeting the requirements of this chapter may operate under this chapter as a professional limited liability company so long as each member personally engaged in the practice of the profession in this state is duly licensed or otherwise legally authorized to practice the profession in this state and: (a) At least one manager of the limited liability company is duly licensed or otherwise legally authorized to practice the profession in this state; or (b) A member is in charge of each office of the limited liability company in this state and that member is duly licensed or otherwise legally authorized to practice the profession in this state.
RCW 25.10.481 — Washington Code / Title 25 / Chapter 10 / Section 481
RCW 25.10.481: No distribution on account of dissociation.
Status: in_force

A person does not have a right to receive a distribution on account of dissociation.
RCW 25.15.196 — Washington Code / Title 25 / Chapter 15 / Section 196
RCW 25.15.196: Liability for contribution.
Status: in_force

(1) A member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability, or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value of the contribution that has not been made. This option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the limited liability company agreement or applicable law. (2) The obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after either the certificate of formation, limited liability company agreement or an amendment thereto, or records of the limited liability company reflect the obligation, and before the amendment of any thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return money or other property to the limited liability company. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs. (3) A limited liability company agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make is subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of the member's limited liability company interest, forfeiture of the member's limited liability company interest, the lending by other members of the amount necessary to meet the member's commitment, a fixing of the value of the member's limited liability company interest by appraisal or by formula and redemption or sale of the member's limited liability company interest at such value, or other penalty or consequence.
RCW 25.15.038 — Washington Code / Title 25 / Chapter 15 / Section 038
RCW 25.15.038: General standards—Limitation of liability.
Status: in_force

(1)(a) The only fiduciary duties that a member in a member-managed limited liability company or a manager has to the limited liability company and its members are the duties of loyalty and care under subsections (2) and (3) of this section. (b) If a manager is a board, committee, or other group of persons, this section applies to each person included in such board, committee, or other group of persons as if such person were a manager. (2) The duty of loyalty is limited to the following: (a) To account to the limited liability company and hold as trustee for it any property, profit, or benefit derived by such manager or member in the conduct and winding up of the limited liability company's activities or derived from a use by such manager or member of limited liability company property, including the appropriation of a limited liability company opportunity; (b) To refrain from dealing with the limited liability company as or on behalf of a party having an interest adverse to the limited liability company; and (c) To refrain from competing with the limited liability company in the conduct or winding up of the limited liability company's activities. (3)(a) The duty of care is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law in the conduct and winding up of the limited liability company's activities. (b) A member or manager is not in violation of the duty of care as set forth in (a) of this subsection if, in discharging such duty, the member or manager relies in good faith upon the records of the limited liability company and upon such opinions, reports, or statements presented to the limited liability company by any person, including any manager, member, officer, or employee of the limited liability company, as to matters which the member or manager reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited liability company or any other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid. (4) A manager or member does not violate a duty under this chapter or under the limited liability company agreement merely because the manager's or member's conduct furthers the manager's or member's own interest. (5) A manager or member is not liable to the limited liability company or its members for the manager's or member's good faith reliance on the limited liability company agreement. (6) To the extent that, at law or in equity, a member or manager has duties (including fiduciary duties) to a limited liability company or to another member, manager, or other person bound by a limited liability company agreement, the member's or manager's duties may be modified, expanded, restricted, or eliminated by the provisions of a limited liability company agreement; provided that such provisions are not inconsistent with law and do not eliminate or limit: (a) The duty of a member or manager to avoid intentional misconduct and knowing violations of law, or violations of RCW 25.15.231 ; or (b) The implied contractual duty of good faith and fair dealing. (7) A limited liability company agreement may contain provisions not inconsistent with law that eliminate or limit the personal liability of a member or manager to the limited liability company or its members or other persons bound by a limited liability company agreement for conduct as a member or manager, provided that such provisions do not eliminate or limit the liability of a member or manager for acts or omissions that involve intentional misconduct or a knowing violation of law by a member or manager, for conduct of the member or manager violating RCW 25.15.231 , or for any act or omission that constitutes a violation of the implied contractual duty of good faith and fair dealing.
RCW 25.10.491 — Washington Code / Title 25 / Chapter 10 / Section 491
RCW 25.10.491: Right to distribution.
Status: in_force

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount due and payable to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
RCW 25.10.596 — Washington Code / Title 25 / Chapter 10 / Section 596
RCW 25.10.596: Known claims against dissolved limited partnership.
Status: in_force

(1) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (2) of this section. (2) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must: (a) Specify the information required to be included in a claim; (b) Provide a mailing address to which the claim is to be sent; (c) State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; (d) State that the claim will be barred if not received by the deadline; and (e) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on RCW 25.10.401 . (3) A claim against a dissolved limited partnership is barred if the requirements of subsection (2) of this section are met and: (a) The claim is not received by the specified deadline; or (b) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within ninety days after the receipt of the notice of the rejection. (4) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
RCW 25.15.904 — Washington Code / Title 25 / Chapter 15 / Section 904
RCW 25.15.904: Short title.
Status: in_force

This chapter may be known and cited as the "Washington limited liability company act."
RCW 25.05.305 — Washington Code / Title 25 / Chapter 05 / Section 305
RCW 25.05.305: Partnership continues after dissolution.
Status: in_force

(1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (2) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (b) The rights of a third party accruing under RCW 25.05.315 (1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
RCW 25.10.536 — Washington Code / Title 25 / Chapter 10 / Section 536
RCW 25.10.536: Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
Status: in_force

(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11 of this chapter, or merged out of existence under article 11 of this chapter, the limited partnership is bound by an act of the person only if: (a) The act would have bound the limited partnership under RCW 25.10.381 before the dissociation; and (b) At the time the other party enters into the transaction: (i) Less than two years have passed since the dissociation; and (ii) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (2) If a limited partnership is bound under subsection (1) of this section, the person dissociated as a general partner that caused the limited partnership to be bound is liable: (a) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (1) of this section; and (b) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
RCW 25.10.221 — Washington Code / Title 25 / Chapter 10 / Section 221
RCW 25.10.221: Statement of termination.
Status: in_force

A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states: (1) The name of the limited partnership; (2) The date of filing of its initial certificate of limited partnership; and (3) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to RCW 25.10.581 (3) or (4).
RCW 25.15.021 — Washington Code / Title 25 / Chapter 15 / Section 021
RCW 25.15.021: Registered agent.
Status: in_force

(1) Each limited liability company shall continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW. (2) A limited liability company may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430 . (3) A registered agent may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440 . (4) A registered agent may resign as agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445 .
RCW 25.05.320 — Washington Code / Title 25 / Chapter 05 / Section 320
RCW 25.05.320: Statement of dissolution.
Status: in_force

(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (2) A statement of dissolution cancels all previously filed statements of partnership authority. (3) For the purposes of RCW 25.05.100 and 25.05.315 , a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed. (4) After filing a statement of dissolution, a dissolved partnership may file a statement of partnership authority which will operate with respect to a person not a partner as provided in RCW 25.05.110 (2) and (3) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
RCW 25.10.786 — Washington Code / Title 25 / Chapter 10 / Section 786
RCW 25.10.786: Filings required for merger—Effective date.
Status: in_force

(1) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (a) Each constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (b) Each other constituent organization, by an authorized representative. (2) The articles of merger must include: (a) The name and form of each constituent organization and the jurisdiction of its governing statute; (b) The name and form of the surviving organization and the jurisdiction of its governing statute; (c) The date the merger is effective under the governing statute of the surviving organization; (d) Any amendments provided for in the plan of merger for the organizational document that created the surviving organization; (e) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (f) If the surviving organization is a foreign organization not registered to transact business in this state, the street and mailing address of the organization's principal office that may be used for service of process under RCW 23.95.450 ; and (g) Any additional information required by the governing statute of any constituent organization. (3) Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state. (4) A merger becomes effective under this article: (a) If the surviving organization is a limited partnership, upon the later of: (i) Compliance with subsection (3) of this section; or (ii) Subject to RCW 25.10.251 (2), as specified in the articles of merger; or (b) If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
RCW 25.05.500 — Washington Code / Title 25 / Chapter 05 / Section 500
RCW 25.05.500: Formation—Registration—Application—Registered agent—Fee.
Status: in_force

(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 except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions, and by delivering to the secretary of state for filing the applications required by subsection (2) of this section. A partnership which is a limited liability partnership on June 11, 1998, continues as a limited liability partnership under this chapter. (2)(a) To become and to continue as a limited liability partnership, a partnership must deliver to the secretary of state for filing an application stating the name of the partnership; the address of its principal office; the name and address of a registered agent for service of process in this state which the partnership will be required to continuously maintain in accordance with Article 4 of chapter 23.95 RCW; the number of partners; a brief statement of the business in which the partnership engages; any other matters that the partnership determines to include; and that the partnership thereby applies for status as a limited liability partnership. (b) A registered agent for service of process under (a) of this subsection may be any person authorized under Article 4 of chapter 23.95 RCW to serve as registered agent. (3) The application must be accompanied by a fee for each partnership as established by the secretary of state under RCW 23.95.260 . (4) The secretary of state must register as a limited liability partnership any partnership that submits a completed application with the required fee. (5) A partnership registered under this section must pay an annual fee, in each year following the year in which its application is filed, on a date and in an amount specified by the secretary of state under RCW 23.95.260 . The fee must be accompanied by an annual report pursuant to RCW 23.95.255 (2). (6) Registration is effective as specified in RCW 23.95.210 , and remains effective until: (a) It is voluntarily withdrawn by delivering to the secretary of state for filing a written withdrawal notice executed by a majority of the partners or by one or more partners or other persons authorized to execute a withdrawal notice; or (b) Thirty days after receipt by the partnership of a notice from the secretary of state, which notice must be sent by first-class mail, postage prepaid, that the partnership has failed to make timely payment of the annual fee specified in subsection (5) of this section, unless the fee is paid within such a thirty-day period. (7) The status of a partnership as a limited liability partnership, and the liability of the partners thereof, is not affected by: (a) Errors in the information stated in an application under subsection (2) of this section or a notice under subsection (6) of this section; or (b) changes after the filing of such an application or notice in the information stated in the application or notice.
RCW 25.15.116 — Washington Code / Title 25 / Chapter 15 / Section 116
RCW 25.15.116: Admission of members.
Status: in_force

(1) In connection with the admission of the initial member or members of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company upon the later to occur of: (a) The formation of the limited liability company; or (b) The time provided in the limited liability company agreement or, if the limited liability company agreement does not so provide or does not exist, when the person's admission is reflected in the records of the limited liability company. (2) After the admission of the initial member or members of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company: (a) In the case of a person acquiring a limited liability company interest directly from the limited liability company, at the time provided in the limited liability company agreement or, if the limited liability company agreement does not so provide or does not exist, upon the consent of all members and when the person's admission is reflected in the records of the limited liability company; (b) In the case of a transferee of a limited liability company interest, upon compliance with any procedure for admission provided in the limited liability company agreement or, if the limited liability company agreement does not so provide or does not exist, upon the consent of all members and when the person's admission is reflected in the records of the limited liability company agreement; (c) In the case of a person being admitted as a member of a surviving or resulting limited liability company pursuant to a merger or conversion approved in accordance with this chapter, as provided in the limited liability company agreement of the surviving or resulting limited liability company or in the agreement of merger or plan of merger or conversion, and in the event of any inconsistency, the terms of the agreement of merger or plan of merger or conversion control; and in the case of a person being admitted as a member of a limited liability company pursuant to a merger or conversion in which such limited liability company is not the surviving or resulting limited liability company in the merger or conversion, as provided in the limited liability company agreement of such limited liability company; or (d) In the case of a transferee acquiring all of the transferor's limited liability company interest from a transferor that is the only member of the limited liability company, upon the effectiveness of the transfer. (3) A person may be admitted as a member of a limited liability company without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
RCW 25.15.441 — Washington Code / Title 25 / Chapter 15 / Section 441
RCW 25.15.441: Action on plan of conversion by converting limited liability company.
Status: in_force

(1) Subject to RCW 25.15.456 , a plan of conversion must be approved either by all the members of a converting limited liability company or as provided in a written limited liability company agreement. (2) Subject to RCW 25.15.456 and any contractual rights, after a conversion is approved, and at any time before a filing is made under RCW 25.15.446 , a converting limited liability company may amend the plan or abandon the planned conversion: (a) As provided in the plan; and (b) Except as prohibited by the plan, by the same approval as was required to approve the plan.
RCW 25.10.671 — Washington Code / Title 25 / Chapter 10 / Section 671
RCW 25.10.671: Withdrawal of registration.
Status: in_force

In order to withdraw its registration, a foreign limited partnership must deliver to the secretary of state for filing a statement of withdrawal in accordance with RCW 23.95.530 .
RCW 25.12.100 — Washington Code / Title 25 / Chapter 12 / Section 100
RCW 25.12.100: Liabilities and rights of members of firm.
Status: in_force

In all cases not otherwise provided for in this chapter, all the members of limited partnerships shall be subject to all the liabilities and entitled to all the rights of general partners.
RCW 25.10.526 — Washington Code / Title 25 / Chapter 10 / Section 526
RCW 25.10.526: Person's power to dissociate as general partner—Wrongful dissociation.
Status: in_force

(1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to RCW 25.10.521 (1). (2) A person's dissociation as a general partner is wrongful only if: (a) It is in breach of an express provision of the partnership agreement; or (b) It occurs before the termination of the limited partnership, and: (i) The person withdraws as a general partner by express will; (ii) The person is expelled as a general partner by judicial determination under RCW 25.10.521 (5); (iii) The person is dissociated as a general partner as a result of an event described in RCW 25.10.521 (6); or (iv) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. (3) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to RCW 25.10.701 , to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
RCW 25.10.886 — Washington Code / Title 25 / Chapter 10 / Section 886
RCW 25.10.886: Unsettled demand for payment—Costs, fees, and expenses of counsel.
Status: in_force

(1) The court in a proceeding commenced under RCW 25.10.881 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 limited partnership, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment. (2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (a) Against the limited partnership and in favor of any or all dissenters if the court finds the limited partnership did not substantially comply with the requirements of this article; or (b) Against either the limited partnership or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article. (3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the limited partnership, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.
RCW 25.15.496 — Washington Code / Title 25 / Chapter 15 / Section 496
RCW 25.15.496: Members' interests—Transfer restriction.
Status: in_force

The limited liability company may restrict the transfer of members' interests in the limited liability company from the date the demand for their payment is received until the proposed merger becomes effective or the restriction is released under this article.
RCW 25.05.150 — Washington Code / Title 25 / Chapter 05 / Section 150
RCW 25.05.150: Partner's rights and duties.
Status: in_force

(1) Each partner is deemed to have an account that is: (a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses. (2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits. (3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. (4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. (5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance. (6) Each partner has equal rights in the management and conduct of the partnership business. (7) A partner may use or possess partnership property only on behalf of the partnership. (8) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. (9) A person may become a partner only with the consent of all of the partners. (10) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners. (11) This section does not affect the obligations of a partnership to other persons under RCW 25.05.100 .
RCW 25.15.511 — Washington Code / Title 25 / Chapter 15 / Section 511
RCW 25.15.511: Dissenter's estimate of fair value—Notice.
Status: in_force

(1) A dissenter may notify the limited liability company in writing of the dissenter's own estimate of the fair value of the dissenter's interest in the limited liability company, and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RCW 25.15.501 , if: (a) The dissenter believes that the amount paid is less than the fair value of the dissenter's interest in the limited liability company, or that the interest due is incorrectly calculated; (b) The limited liability company fails to make payment within sixty days after the date set for demanding payment; or (c) The limited liability company, having failed to effectuate the proposed merger, does not release the transfer restrictions imposed on members' interests as permitted by RCW 25.15.496 within sixty days after the date set for demanding payment. (2) A dissenter waives the right to demand payment under this section unless the dissenter notifies the limited liability company of the dissenter's demand in writing under subsection (1) of this section within thirty days after the limited liability company made payment for the dissenter's interest in the limited liability company.
RCW 25.05.300 — Washington Code / Title 25 / Chapter 05 / Section 300
RCW 25.05.300: Events causing dissolution and winding up of partnership business.
Status: in_force

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under RCW 25.05.225 (2) through (10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner; (2) In a partnership for a definite term or particular undertaking: (a) Within ninety days after a partner's dissociation by death or otherwise under RCW 25.05.225 (6) through (10) or wrongful dissociation under RCW 25.05.230 (2) if a majority of the remaining partners decide to wind up the partnership business, and for purposes of this subsection a partner's rightful dissociation pursuant to RCW 25.05.230 (2)(b)(i) constitutes the expression of that partner's will to wind up the partnership business; (b) The express will of all of the partners to wind up the partnership business; or (c) The expiration of the term or the completion of the undertaking; (3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business; (4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; (5) On application by a partner, a judicial determination that: (a) The economic purpose of the partnership is likely to be unreasonably frustrated; (b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or (6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
RCW 25.10.341 — Washington Code / Title 25 / Chapter 10 / Section 341
RCW 25.10.341: Limited duties of limited partners.
Status: in_force

(1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (2) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (3) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest.
RCW 25.15.126 — Washington Code / Title 25 / Chapter 15 / Section 126
RCW 25.15.126: Liability of members and managers to third parties.
Status: in_force

(1) Except as otherwise provided by this chapter, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations, and liabilities of the limited liability company; and no member or manager of a limited liability company is obligated personally for any such debt, obligation, or liability of the limited liability company solely by reason of being or acting as a member or manager respectively of the limited liability company. (2) Notwithstanding subsection (1) of this section, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of the limited liability company. (3) A member or manager of a limited liability company is personally liable for such person's own torts.
RCW 25.15.046 — Washington Code / Title 25 / Chapter 15 / Section 046
RCW 25.15.046: Professional limited liability companies.
Status: in_force

(1) A person or group of persons duly licensed or otherwise legally authorized to render the same professional services within this state may form and become a member or members of a professional limited liability company under the provisions of this chapter for the purposes of rendering professional service. (2) A professional limited liability company is subject to all the provisions of chapter 18.100 RCW that apply to a professional corporation. A professional limited liability company's managers, members, agents, and employees are subject to all the provisions of chapter 18.100 RCW that apply to the directors, officers, shareholders, agents, or employees of a professional corporation, except as provided otherwise in this section and RCW 25.15.048 . (3) If the limited liability company's members are required to be licensed to practice such profession, and the limited liability company fails to maintain for itself and for its members practicing in this state a policy of professional liability insurance, bond, or other evidence of financial responsibility of a kind designated by rule by the state insurance commissioner and in the amount of at least one million dollars or a greater amount as the state insurance commissioner may establish by rule for a licensed profession or for any specialty within a profession, taking into account the nature and size of the business, then the limited liability company's members are personally liable to the extent that, had the insurance, bond, or other evidence of responsibility been maintained, it would have covered the liability in question. (4) For purposes of applying chapter 18.100 RCW to a professional limited liability company, the terms "director" or "officer" means manager, "shareholder" means member, "corporation" means professional limited liability company, "articles of incorporation" means certificate of formation, "shares" or "capital stock" means a limited liability company interest, "incorporator" means the person who executes the certificate of formation, and "bylaws" means the limited liability company agreement. (5) The name of a professional limited liability company must comply with RCW 23.95.305 . (6) Subject to Article VII of this chapter, the following may be a member of a professional limited liability company and may be the transferee of the interest of an ineligible person or deceased member of the professional limited liability company: (a) A professional corporation, if its shareholders, directors, and its officers, other than the secretary and the treasurer, are licensed or otherwise legally authorized to render the same specific professional services as the professional limited liability company; (b) Another professional limited liability company, if the managers and members of both professional limited liability companies are licensed or otherwise legally authorized to render the same specific professional services; and (c) A foreign professional limited liability company, if the managers and members of the foreign professional limited liability company are duly licensed or otherwise legally authorized to render the same specific professional services in any jurisdiction other than this state as the managers and members of the professional limited liability company. (7) Formation of a limited liability company under this section does not restrict the application of the uniform disciplinary act under chapter 18.130 RCW, or any applicable health care professional statutes under Title 18 RCW, including but not limited to restrictions on persons practicing a health profession without being appropriately credentialed and persons practicing beyond the scope of their credential.
RCW 25.15.386 — Washington Code / Title 25 / Chapter 15 / Section 386
RCW 25.15.386: Right to bring action.
Status: in_force

A member may bring a derivative action to enforce a right of a limited liability company if: (1) The member first makes a demand on the members in a member-managed limited liability company, or on the managers of a manager-managed limited liability company, requesting that they cause the limited liability company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or (2) A demand would be futile.
RCW 25.10.421 — Washington Code / Title 25 / Chapter 10 / Section 421
RCW 25.10.421: Management rights of general partner.
Status: in_force

(1) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners. (2) The consent of each partner is necessary to: (a) Amend the partnership agreement; (b) Amend the certificate of limited partnership to add or, subject to RCW 25.10.796 , delete a statement that the limited partnership is a limited liability limited partnership; and (c) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities. (3) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property. (4) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute. (5) A payment or advance made by a general partner that gives rise to an obligation of the limited partnership under subsection (3) or (4) of this section constitutes a loan to the limited partnership that accrues interest from the date of the payment or advance. (6) A general partner is not entitled to remuneration for services performed for the partnership.
RCW 25.10.646 — Washington Code / Title 25 / Chapter 10 / Section 646
RCW 25.10.646: Registration with the secretary of state.
Status: in_force

Before transacting business in this state, a foreign limited partnership shall register with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.
RCW 25.05.160 — Washington Code / Title 25 / Chapter 05 / Section 160
RCW 25.05.160: Partner's rights and duties with respect to information.
Status: in_force

(1) A partnership shall keep its books and records, if any, at its chief executive office. (2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. (3) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (a) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and (b) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
RCW 25.05.560 — Washington Code / Title 25 / Chapter 05 / Section 560
RCW 25.05.560: Failure to register—Penalties—Service of process.
Status: in_force

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 liability partnership, service of process with respect to a right of action arising out of the transaction of business in this state may be made on the foreign limited liability partnership in accordance with RCW 23.95.450 .
RCW 25.05.580 — Washington Code / Title 25 / Chapter 05 / Section 580
RCW 25.05.580: Registered agent—Designation and maintenance.
Status: in_force

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.
RCW 25.15.289 — Washington Code / Title 25 / Chapter 15 / Section 289
RCW 25.15.289: Administrative dissolution—Reinstatement.
Status: in_force

A limited liability company that has been administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615 .
RCW 25.12.080 — Washington Code / Title 25 / Chapter 12 / Section 080
RCW 25.12.080: Suits by and against limited partnership—Parties.
Status: in_force

All actions, suits or proceedings respecting the business of such partnership shall be prosecuted by and against the general partners only, except in those cases where special partners or partnerships are to be deemed general partners or partnerships, in which case all the partners deemed general partners may join therein; and excepting also those cases where special partners are severally liable on account of sums or amounts received or withdrawn from the capital stock as provided in RCW 25.12.070 .
RCW 25.05.350 — Washington Code / Title 25 / Chapter 05 / Section 350
RCW 25.05.350: Definitions.
Status: in_force

The definitions in this article [section] apply throughout this article unless the context clearly requires otherwise: (1) "General partner" means a partner in a partnership and a general partner in a limited partnership. (2) "Limited partner" means a limited partner in a limited partnership. (3) "Limited partnership" means a limited partnership created under the Washington uniform limited partnership act, predecessor law, or comparable law of another jurisdiction. (4) "Partner" includes both a general partner and a limited partner.
RCW 25.15.279 — Washington Code / Title 25 / Chapter 15 / Section 279
RCW 25.15.279: Administrative dissolution—Commencement of proceeding.
Status: in_force

The secretary of state may commence a proceeding to administratively dissolve a limited liability company under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW.
RCW 25.15.018 — Washington Code / Title 25 / Chapter 15 / Section 018
RCW 25.15.018: Effect of limited liability company agreement—Nonwaivable provisions.
Status: in_force

(1) Except as otherwise provided in subsections (2) and (3) of this section, the limited liability company agreement governs: (a) Relations among the members as members and between the members and the limited liability company; and (b) The rights and duties under this chapter of a person in the capacity of manager. (2) To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection (1) of this section, this chapter governs the matter. (3) A limited liability company agreement may not: (a) Vary a limited liability company's power under RCW 25.15.031 to sue, be sued, and defend in its own name; (b) Vary the law applicable to a limited liability company under RCW 25.15.033 ; (c) Eliminate or limit the duties of a member or manager in a manner prohibited by RCW 25.15.038 (6); (d) Eliminate or limit the liability of a member or manager in a manner prohibited by RCW 25.15.038 (7); (e) Indemnify a member or manager in a manner prohibited by RCW 25.15.041 ; (f) Vary the requirements of RCW 25.15.086 ; (g) Vary the records required under RCW 25.15.136 (1) or unreasonably restrict the right to records or information under RCW 25.15.136 ; (h) Vary the power of a manager to resign under RCW 25.15.176 ; (i) Vary the requirements of RCW 25.15.231 ; (j) Eliminate or limit the liability of a member, manager, or transferee under RCW 25.15.236 ; (k) Vary the power of a court to decree dissolution in the circumstances specified in RCW 25.15.274 ; (l) Vary the requirement to wind up the limited liability company's business as specified in RCW 25.15.297 (1), (2), (4), and (5); (m) Unreasonably restrict the right to maintain an action under Article X of this chapter; (n) Restrict the right of a member that will have personal liability with respect to a surviving or converted organization to approve a merger or conversion under RCW 25.15.456 ; or (o) Restrict the rights under this chapter of a person other than a member, a transferee, or a manager.
RCW 25.10.111 — Washington Code / Title 25 / Chapter 10 / Section 111
RCW 25.10.111: Dual capacity.
Status: in_force

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 partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
RCW 25.15.141 — Washington Code / Title 25 / Chapter 15 / Section 141
RCW 25.15.141: Remedies for breach of limited liability company agreement by member.
Status: in_force

A limited liability company agreement may provide that (1) a member who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement is subject to specified remedies or specified consequences, and (2) at the time or upon the happening of events specified in the limited liability company agreement, a member is subject to specified remedies or specified consequences. Such specified remedies or specified consequences may include and take the form of any remedy or consequence set forth in RCW 25.15.196 (3).
RCW 25.12.020 — Washington Code / Title 25 / Chapter 12 / Section 020
RCW 25.12.020: Of whom composed—Liability of members.
Status: in_force

A limited partnership may consist of two or more persons, who are known and called general partners, and are jointly liable as general partners now are by law, and of two or more persons who shall contribute to the common stock a specific sum in actual money as capital, and are known and called special partners, and are not personally liable for any of the debts of the partnership, except as in this chapter specially provided.
RCW 25.05.901 — Washington Code / Title 25 / Chapter 05 / Section 901
RCW 25.05.901: Dates of applicability.
Status: in_force

(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 this section, to be governed by this chapter. (2) Effective January 1, 1999, this chapter governs all partnerships. (3) Before January 1, 1999, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by this chapter, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
RCW 25.10.241 — Washington Code / Title 25 / Chapter 10 / Section 241
RCW 25.10.241: Signing and filing pursuant to judicial order.
Status: in_force

If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the appropriate court under RCW 23.95.245 to order the signing or delivery of the record.
RCW 25.10.831 — Washington Code / Title 25 / Chapter 10 / Section 831
RCW 25.10.831: Definitions.
Status: in_force

In this article: (1) "Dissenter" means a partner who is entitled to dissent from a plan of merger and who exercises that right when and in the manner required by this article. (2) "Fair value," with respect to a dissenter's partnership interest, means the value of the partnership interest immediately before the effectuation of the merger to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the merger unless exclusion would be inequitable. (3) "Interest" means interest from the effective date of the merger until the date of payment, at the average rate currently paid by the limited partnership on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. (4) "Limited partnership" means the domestic limited partnership in which the dissenter holds or held a partnership interest, or the surviving organization, whether foreign or domestic, of that limited partnership.
RCW 25.05.260 — Washington Code / Title 25 / Chapter 05 / Section 260
RCW 25.05.260: Dissociated partner's liability to other persons.
Status: in_force

(1) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2) of this section. (2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under article 9 of this chapter, within two years after the partner's dissociation, only if the partner is liable for the obligation under RCW 25.05.125 and at the time of entering into the transaction the other party: (a) Reasonably believed that the dissociated partner was then a partner; (b) Did not have notice of the partner's dissociation; and (c) Is not deemed to have had knowledge under RCW 25.05.110 (3) or notice under RCW 25.05.265 (3). (3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
RCW 25.05.533 — Washington Code / Title 25 / Chapter 05 / Section 533
RCW 25.05.533: Resignation of registered agent for service of process.
Status: in_force

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 .
RCW 25.10.301 — Washington Code / Title 25 / Chapter 10 / Section 301
RCW 25.10.301: Becoming limited partner.
Status: in_force

A person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a conversion or merger under article 11 of this chapter; or (3) With the consent of all the partners.
RCW 25.15.211 — Washington Code / Title 25 / Chapter 15 / Section 211
RCW 25.15.211: Interim distributions.
Status: in_force

A member does not have a right to any distributions before the dissolution and winding up of the limited liability company unless the limited liability company decides to make an interim distribution.
RCW 25.15.301 — Washington Code / Title 25 / Chapter 15 / Section 301
RCW 25.15.301: Disposition of known claims—Definition.
Status: in_force

(1) A dissolved limited liability company that has filed a certificate of dissolution with the secretary of state may dispose of the known claims against it by following the procedure described in subsection (2) of this section. (2) A dissolved limited liability company may notify its known claimants of the dissolution in a record. The notice must: (a) Specify the information required to be included in a known claim; (b) Provide a mailing address to which the known claim must be sent; (c) State the deadline for receipt of the known claim, which may not be fewer than one hundred twenty days after the date the notice is received by the claimant; and (d) State that the known claim will be barred if not received by the deadline. (3) A known claim against a dissolved limited liability company is barred if the requirements of subsection (2) of this section are met and: (a) The known claim is not received by the specified deadline; or (b) In the case of a known claim that is timely received but rejected by the dissolved limited liability company, the claimant does not commence an action to enforce the known claim against the limited liability company within ninety days after the receipt of the notice of rejection. (4) For purposes of this section, "known claim" means any claim or liability that either: (a)(i) Has matured sufficiently, before or after the effective date of the dissolution, to be legally capable of assertion against the dissolved limited liability company, whether or not the amount of the claim or liability is known or determinable; or (ii) is unmatured, conditional, or otherwise contingent but may subsequently arise under any executory contract to which the dissolved limited liability company is a party, other than under an implied or statutory warranty as to any product manufactured, sold, distributed, or handled by the dissolved limited liability company; and (b) As to which the dissolved limited liability company has knowledge of the identity and the mailing address of the holder of the claim or liability and, in the case of a matured and legally assertable claim or liability, actual knowledge of existing facts that either (i) could be asserted to give rise to, or (ii) indicate an intention by the holder to assert, such a matured claim or liability.
RCW 25.05.510 — Washington Code / Title 25 / Chapter 05 / Section 510
RCW 25.05.510: Rendering professional services.
Status: in_force

(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 purposes of rendering professional service. Nothing in this section prohibits a person duly licensed or otherwise legally authorized to render professional services in any jurisdiction other than this state from becoming a member of a limited liability partnership organized for the purpose of rendering the same professional services. Nothing in this section prohibits a limited liability partnership from rendering professional services outside this state through individuals who are not duly licensed or otherwise legally authorized to render such professional services within this state. (2)(a) Notwithstanding any other provision of this chapter, health care professionals who are licensed or certified pursuant to chapters 18.06 , 18.225, 18.22, 18.25, 18.29, 18.34, 18.35, 18.36A, 18.50, 18.53, 18.55, 18.64, 18.79, 18.83, 18.89, 18.108, and 18.138 RCW may join and render their individual professional services through one limited liability partnership and are to be considered, for the purpose of forming a limited liability partnership, as rendering the "same specific professional services" or "same professional services" or similar terms. (b) Notwithstanding any other provision of this chapter, health care professionals who are licensed pursuant to chapters 18.57 and 18.71 RCW may join and render their individual professional services through one limited liability partnership and are to be considered, for the purpose of forming a limited liability partnership, as rendering the "same specific professional services" or "same professional services" or similar terms. (c) Formation of a limited liability partnership under this subsection does not restrict the application of the uniform disciplinary act under chapter 18.130 RCW, or any applicable health care professional statutes under Title 18 RCW, including but not limited to restrictions on persons practicing a health profession without being appropriately credentialed and persons practicing beyond the scope of their credential.