RCW 25.05.365 — Washington Code / Title 25 / Chapter 05 / Section 365
RCW 25.05.365: Effect of conversion—Entity unchanged.
Status: in_force

(1) A partnership or limited partnership 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) All property owned by the converting partnership or limited partnership remains vested in the converted entity; (b) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and (c) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
RCW 25.05.420 — Washington Code / Title 25 / Chapter 05 / Section 420
RCW 25.05.420: Definitions.
Status: in_force

The definitions in this section apply throughout this article, unless the context clearly requires otherwise. (1) "Partnership" means the domestic partnership in which the dissenter holds or held a partnership interest, or the surviving partnership, limited liability company, limited partnership, or corporation by merger, whether foreign or domestic, of that partnership. (2) "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. (3) "Fair value," with respect to a dissenter's partnership interest, means the value of the partner's 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. (4) "Interest" means interest from the effective date of the merger until the date of payment, at the average rate currently paid by the partnership on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
RCW 25.05.450 — Washington Code / Title 25 / Chapter 05 / Section 450
RCW 25.05.450: Partners' interests—Transfer restriction.
Status: in_force

The partnership agreement may restrict the transfer of partners' interests in the partnership 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 25.05.465 — Washington Code / Title 25 / Chapter 05 / Section 465
RCW 25.05.465: Dissenter's estimate of fair value—Notice.
Status: in_force

(1) A dissenting partner may notify the partnership in writing of the dissenter's own estimate of the fair value of the dissenter's interest in the partnership, and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RCW 25.05.460 , if: (a) The dissenter believes that the amount paid is less than the fair value of the dissenter's interest in the partnership, or that the interest due is incorrectly calculated; (b) The partnership fails to make payment within sixty days after the date set for demanding payment; or (c) The partnership, having failed to effectuate the proposed merger, does not release the transfer restrictions imposed on the partners' interests as permitted by RCW 25.05.450 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 partnership of the dissenter's demand in writing under subsection (1) of this section within thirty days after the partnership made payment for the dissenter's interest in the partnership.
RCW 25.15.166 — Washington Code / Title 25 / Chapter 15 / Section 166
RCW 25.15.166: Voting and classes of managers.
Status: in_force

(1) In a manager-managed limited liability company: (a) 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 managers; and (b) No manager consent, approval, or recommendation is required for any act approved by the members as provided in RCW 25.15.121 (2), for a conversion approved as provided in RCW 25.15.441 , or for a merger approved as provided in RCW 25.15.421 . (2) A limited liability company agreement may provide for classes or groups of managers 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 managers 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 managers. 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 manager or class or group of managers, 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. (3) A limited liability company agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. If the limited liability company agreement so provides, voting by managers may be on a financial interest, class, group, or any other basis. (4) A limited liability company agreement which contains provisions related to voting rights of managers 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 manager or class or group of managers, 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 25.15.076 — Washington Code / Title 25 / Chapter 15 / Section 076
RCW 25.15.076: Amendment to certificate of formation.
Status: in_force

(1) A certificate of formation is amended by delivering a certificate of amendment to the secretary of state for filing. The certificate of amendment shall set forth: (a) The name of the limited liability company; and (b) The amendment to the certificate of formation. (2) A manager or, if there is no manager, then any member who becomes aware that any statement in a certificate of formation was false when made, or that any matter described has changed making the certificate of formation false in any material respect, must promptly amend the certificate of formation. (3) A certificate of formation may be amended at any time for any other proper purpose. (4) Unless a delayed effective date is provided for in the certificate of amendment in accordance with RCW 23.95.210 , a certificate of amendment is effective when filed by the secretary of state as provided in RCW 23.95.210 .
RCW 25.15.176 — Washington Code / Title 25 / Chapter 15 / Section 176
RCW 25.15.176: Resignation of manager.
Status: in_force

A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. A limited liability company agreement may provide that a manager does not have the right to resign as a manager of a limited liability company. Notwithstanding that a limited liability company agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates a limited liability company agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the limited liability company agreement and offset the damages against any amount otherwise due to the resigning manager pursuant to the limited liability company agreement.
RCW 25.15.131 — Washington Code / Title 25 / Chapter 15 / Section 131
RCW 25.15.131: Member dissociation.
Status: in_force

(1) A person is dissociated as a member of a limited liability company upon the occurrence of one or more of the following events: (a) The member dies or withdraws from the limited liability company as provided in subsection (2) of this section; (b) The transfer of all of the member's transferable interest in the limited liability company; (c) The member is removed as a member in accordance with the limited liability company agreement; (d) The occurrence of an event upon which the member ceases to be a member under the limited liability company agreement; (e) The person is a corporation, limited liability company, general partnership, or limited partnership, and the person is removed as a member by the unanimous consent of the other members, which may be done under this subsection (1)(e) only if: (i) The person has filed articles of dissolution, a certificate of dissolution or the equivalent, or the person has been administratively or judicially dissolved, or its right to conduct business has been suspended or revoked by the jurisdiction of its incorporation, or the person has otherwise been dissolved; and (ii) The dissolution has not been revoked or the person or its right to conduct business has not been reinstated within ninety days after the limited liability company notifies the person that it will be removed as a member for any reason identified in (e)(i) of this subsection; (f) Unless all other members otherwise agree at the time, the member (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) becomes the subject of an order for relief in bankruptcy proceedings; (iv) files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of the nature described in (f)(i) through (iv) of this subsection; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties; (g) Unless all other members otherwise agree at the time, if within one hundred twenty days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his or her consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties, the appointment is not vacated or stayed, or within ninety days after the expiration of any stay, the appointment is not vacated; or (h) Unless all other members otherwise agree at the time, in the case of a member who is an individual, the entry of an order by a court of competent jurisdiction adjudicating the member as being subject to a conservatorship under RCW 11.130.360 . (2) A member may withdraw from a limited liability company at any time. The withdrawn member or transferee shall have no right to payment from the limited liability company as a consequence of its withdrawal. (3) When a person is dissociated as a member of a limited liability company: (a) The person's right to participate as a member in the management and conduct of the limited liability company's activities terminates; (b) If the limited liability company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and (c) Subject to subsection (5) of this section, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. (4) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the limited liability company or the other members which the person incurred while a member. (5) If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in RCW 25.15.251 and, for the purposes of settling the estate, the rights of a current member under RCW 25.15.136 .
RCW 25.05.395 — Washington Code / Title 25 / Chapter 05 / Section 395
RCW 25.05.395: Nonexclusive.
Status: in_force

This article is not exclusive. Partnerships, limited partnerships, limited liability companies, or corporations may be converted or merged in any other manner provided by law.
RCW 25.05.235 — Washington Code / Title 25 / Chapter 05 / Section 235
RCW 25.05.235: Effect of partner's dissociation.
Status: in_force

(1) If a partner's dissociation results in a dissolution and winding up of the partnership business, article 8 of this chapter applies; otherwise, article 7 of this chapter applies. (2) Upon a partner's dissociation: (a) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in RCW 25.05.310 ; (b) The partner's duty of loyalty under RCW 25.05.165 (2)(c) terminates; and (c) The partner's duty of loyalty under RCW 25.05.165 (2) (a) and (b) and duty of care under RCW 25.05.165 (3) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to RCW 25.05.310 .
RCW 25.12.090 — Washington Code / Title 25 / Chapter 12 / Section 090
RCW 25.12.090: Dissolution, how accomplished.
Status: in_force

No dissolution of a limited partnership shall take place except by operation of law, before the time specified in the certificate of partnership, unless a notice of such dissolution, subscribed by the general and special partners is filed with the original certificate of partnership or the certificate, if any, renewing or continuing such partnership nor unless a copy of such notice be published for the time and in the manner prescribed for the publication of the certificate of partnership.
RCW 25.15.396 — Washington Code / Title 25 / Chapter 15 / Section 396
RCW 25.15.396: Complaint.
Status: in_force

In a derivative action, the complaint must set forth with particularity: (1) The date and content of plaintiff's demand and the members' or managers' response to the demand; or (2) Why a demand should be excused as futile.
RCW 25.10.261 — Washington Code / Title 25 / Chapter 10 / Section 261
RCW 25.10.261: Correcting filed record.
Status: in_force

A limited partnership or foreign limited partnership may correct a record filed by the secretary of state in accordance with RCW 23.95.220 .
RCW 25.10.401 — Washington Code / Title 25 / Chapter 10 / Section 401
RCW 25.10.401: General partner's liability.
Status: in_force

(1) Except as otherwise provided in subsections (2) and (3) of this section, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. (2) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner. (3) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under RCW 25.10.421 (2)(b).
RCW 25.15.309 — Washington Code / Title 25 / Chapter 15 / Section 309
RCW 25.15.309: Remedies available after distribution.
Status: in_force

(1) A claim against a dissolved limited liability company is barred if the limited liability company has filed a certificate of dissolution under RCW 25.15.269 that has not been revoked under RCW 25.15.294 , and an action or other proceeding thereon is not commenced within three years after the filing of the certificate of dissolution. (2) The dissolution of a limited liability company does not take away or impair any remedy available to or, except as provided in subsection (1) of this section or RCW 25.15.301 , against that limited liability company, its managers, or its members for any right or claim existing, or any liability incurred at any time, whether prior to or after dissolution. Such an action or proceeding by or against the limited liability company may be prosecuted or defended by the limited liability company in its own name.
RCW 25.15.011 — Washington Code / Title 25 / Chapter 15 / Section 011
RCW 25.15.011: Name of limited liability company.
Status: in_force

The name of each limited liability company as set forth in its certificate of formation must comply with Article 3 of chapter 23.95 RCW.
RCW 25.10.441 — Washington Code / Title 25 / Chapter 10 / Section 441
RCW 25.10.441: General standards of general partner's conduct.
Status: in_force

(1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (2) and (3) of this section. (2) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following: (a) To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (b) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and (c) To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities. (3) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (4) A general 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. (5) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest.
RCW 25.05.105 — Washington Code / Title 25 / Chapter 05 / Section 105
RCW 25.05.105: Transfer of partnership property.
Status: in_force

(1) Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under RCW 25.05.110 , partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name; (b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held; or (c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (2) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under RCW 25.05.100 , and: (a) As to a subsequent transferee who gave value for property transferred under subsection (1)(a) and (b) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (b) As to a transferee who gave value for property transferred under subsection (1)(c) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. (3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (2) of this section, from any earlier transferee of the property. (4) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
RCW 25.15.294 — Washington Code / Title 25 / Chapter 15 / Section 294
RCW 25.15.294: Voluntary dissolution—Revocation of dissolution—When effective—Effect.
Status: in_force

(1) A limited liability company dissolved under RCW 25.15.265 (2) or (3) may revoke its dissolution in accordance with this section at any time, except that a limited liability company that has filed a certificate of dissolution may not revoke its dissolution under this section more than one hundred twenty days after the filing of its certificate of dissolution. (2)(a) Except as provided in (b) of this subsection, revocation of dissolution must be approved in the same manner as the dissolution was approved unless that approval permitted revocation in some other manner, in which event the dissolution may be revoked in the manner permitted. (b) If dissolution occurred upon the happening of events specified in the limited liability company agreement, revocation of dissolution must be approved in the manner necessary to amend the provisions of the limited liability company agreement specifying the events of dissolution. (3) A limited liability company that has filed a certificate of dissolution may, at any time after revocation of its dissolution has been approved but not more than one hundred twenty days after the filing of its certificate of dissolution, revoke the dissolution by delivering to the secretary of state for filing a certificate of revocation of dissolution that sets forth: (a) The name of the limited liability company and a statement that the name satisfies the requirements of Article 3 of chapter 23.95 RCW; if the name is not available, the limited liability company must deliver to the secretary of state for filing a certificate of amendment changing its name with the certificate of revocation of dissolution; (b) The effective date of the dissolution that was revoked; (c) The date that the revocation of dissolution was approved; and (d) A statement that the revocation was approved in the manner required by subsection (2) of this section. (4) If a limited liability company has not filed a certificate of dissolution, revocation of dissolution becomes effective upon approval of the revocation as provided in subsection (2) of this section. If a limited liability company has filed a certificate of dissolution, revocation of dissolution becomes effective upon the filing of a certificate of revocation of dissolution. The filing of a certificate of revocation of dissolution automatically revokes any certificate of dissolution previously filed with respect to the limited liability company. (5) Revocation of dissolution relates back to and takes effect as of the effective date of the dissolution and the limited liability company may resume carrying on its activities as if the dissolution had never occurred.
RCW 25.05.060 — Washington Code / Title 25 / Chapter 05 / Section 060
RCW 25.05.060: Partnership property.
Status: in_force

Property acquired by a partnership is property of the partnership and not of the partners individually.
RCW 25.15.171 — Washington Code / Title 25 / Chapter 15 / Section 171
RCW 25.15.171: Remedies for breach of limited liability company agreement by manager.
Status: in_force

A limited liability company agreement may provide that (1) a manager 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 penalties or specified consequences, and (2) at the time or upon the happening of events specified in the limited liability company agreement, a manager is subject to specified penalties or specified consequences.
RCW 25.05.550 — Washington Code / Title 25 / Chapter 05 / Section 550
RCW 25.05.550: Foreign limited liability partnership—Effect of registration and governing law.
Status: in_force

A foreign limited liability partnership that registers to transact business in this state is subject to RCW 23.95.500 relating to the effect of registration and the governing law for registered foreign limited liability partnerships.
RCW 25.05.903 — Washington Code / Title 25 / Chapter 05 / Section 903
RCW 25.05.903: Authority to adopt rules—Secretary of state.
Status: in_force

The secretary of state shall adopt such rules as are necessary to implement the keeping of records required by this chapter.
RCW 25.05.165 — Washington Code / Title 25 / Chapter 05 / Section 165
RCW 25.05.165: General standards of partner's conduct.
Status: in_force

(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section. (2) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (a) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (b) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and (c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership. (3) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (4) A 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. (5) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. (6) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law. (7) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
RCW 25.05.005 — Washington Code / Title 25 / Chapter 05 / Section 005
RCW 25.05.005: Definitions.
Status: in_force

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise: (1) "Business" includes every trade, occupation, and profession. (2) "Debtor in bankruptcy" means a person who 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. (3) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. (4) "Foreign limited liability partnership" means a partnership that: (a) Is formed under laws other than the laws of this state; and (b) Has the status of a limited liability partnership under those laws. (5) "Limited liability partnership" means a partnership that has filed an application under RCW 25.05.500 and does not have a similar statement in effect in any other jurisdiction. (6) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under RCW 25.05.055 , predecessor law, or comparable law of another jurisdiction. (7) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. (8) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. (9) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights. (10) "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. (11) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein. (12) "Registered agent" means the person designated under Article 4 of chapter 23.95 RCW to serve as the agent of the entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. (13) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. (14) "Statement" means a statement of partnership authority under RCW 25.05.110 , a statement of denial under RCW 25.05.115 , a statement of dissociation under RCW 25.05.265 , a statement of dissolution under RCW 25.05.320 , or an amendment or cancellation of any statement under these sections. (15) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
RCW 25.05.115 — Washington Code / Title 25 / Chapter 05 / Section 115
RCW 25.05.115: Statement of denial.
Status: in_force

A partner, or other person named as a partner in a filed statement of partnership authority, may deliver to the secretary of state for filing a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in RCW 25.05.110 (2) and (3).
RCW 25.05.470 — Washington Code / Title 25 / Chapter 05 / Section 470
RCW 25.05.470: Unsettled demand for payment—Proceeding—Parties—Appraisers.
Status: in_force

(1) If a demand for payment under RCW 25.05.445 remains unsettled, the partnership shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the dissenting partner's interest in the partnership, and accrued interest. If the partnership does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (2) The partnership shall commence the proceeding in the superior court. If the partnership is a domestic partnership, it shall commence the proceeding in the county where its chief executive office is maintained. (3) The partnership shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their partnership interests in the partnership 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 partnership may join as a party to the proceeding any partner who claims to be a dissenter but who has not, in the opinion of the partnership, complied with the provisions of this article. If the court determines that such partner has not complied with the provisions of this article, the partner shall 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 partnership interest in the partnership, plus interest, exceeds the amount paid by the partnership.
RCW 25.10.711 — Washington Code / Title 25 / Chapter 10 / Section 711
RCW 25.10.711: Proper plaintiff.
Status: in_force

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) That was a partner when the conduct giving rise to the action occurred; or (2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
RCW 25.05.902 — Washington Code / Title 25 / Chapter 05 / Section 902
RCW 25.05.902: Applicable fees, charges, and penalties.
Status: in_force

Partnerships 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 25.10.641 — Washington Code / Title 25 / Chapter 10 / Section 641
RCW 25.10.641: Effect of registration and governing law.
Status: in_force

A foreign limited partnership that registers to transact business in this state is subject to RCW 23.95.500 relating to the effect of registration and the governing law for registered foreign limited partnerships.
RCW 25.10.716 — Washington Code / Title 25 / Chapter 10 / Section 716
RCW 25.10.716: Pleading.
Status: in_force

In a derivative action, the complaint must state with particularity: (1) The date and content of plaintiff's demand and the general partners' response to the demand; or (2) Why a demand should be excused as futile.
RCW 25.10.836 — Washington Code / Title 25 / Chapter 10 / Section 836
RCW 25.10.836: Partner—Dissent—Payment of fair value.
Status: in_force

(1) Except as provided in RCW 25.10.846 or 25.10.856 (2), a partner of a domestic limited partnership is entitled to dissent from, and obtain payment of, the fair value of the partner's partnership interest in the event of consummation of a plan of merger to which the limited partnership is a party as permitted by RCW 25.10.776 . (2) A partner entitled to dissent and obtain payment for the partner's partnership interest under this article may not challenge the merger creating the partner's entitlement unless the merger fails to comply with the procedural requirements imposed by this chapter, Title 23B RCW, chapter 25.05 RCW, chapter 25.15 RCW, or the partnership agreement, or is fraudulent with respect to the partner or the limited partnership. (3) The right of a dissenting partner to obtain payment of the fair value of the partner's partnership interest shall terminate 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 partner's demand for payment is withdrawn with the written consent of the limited partnership.
RCW 25.10.841 — Washington Code / Title 25 / Chapter 10 / Section 841
RCW 25.10.841: Dissenters' rights—Notice—Timing.
Status: in_force

(1) Not less than ten days prior to the approval of a plan of merger, the limited partnership must send a written notice to all partners who are entitled to vote on or approve the plan of merger that they may be entitled to assert dissenters' rights under this article. Such notice shall be accompanied by a copy of this article. (2) The limited partnership shall notify in writing all partners not entitled to vote on or approve the plan of merger that the plan of merger was approved, and send them the dissenters' notice as required by RCW 25.10.851 .
RCW 25.15.905 — Washington Code / Title 25 / Chapter 15 / Section 905
RCW 25.15.905: Chapter application.
Status: in_force

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2016.
RCW 25.10.591 — Washington Code / Title 25 / Chapter 10 / Section 591
RCW 25.10.591: Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
Status: in_force

(1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under RCW 25.10.586 (1) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable: (a) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and (b) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. (2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under RCW 25.10.586 (2), the person is liable: (a) To the limited partnership for any damage caused to the limited partnership arising from the obligation; 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 25.10.881 — Washington Code / Title 25 / Chapter 10 / Section 881
RCW 25.10.881: Unsettled demand for payment—Proceeding—Parties—Appraisers.
Status: in_force

(1) If a demand for payment under RCW 25.10.876 remains unsettled, the limited partnership shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the partnership interest and accrued interest. If the limited partnership does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (2) The limited partnership shall commence the proceeding in the superior court in the county where its office is or was maintained as required by RCW 25.10.121 . (3) The limited partnership shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their partnership interests 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 partnership may join as a party to the proceeding any partner who claims to be a dissenter but who has not, in the opinion of the limited partnership, complied with the provisions of this chapter. If the court determines that such partner has not complied with the provisions of this article, the partner shall 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 partnership interest, plus interest, exceeds the amount paid by the limited partnership.
RCW 25.05.904 — Washington Code / Title 25 / Chapter 05 / Section 904
RCW 25.05.904: Uniformity of application and construction—1998 c 103.
Status: in_force

This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it.
RCW 25.10.901 — Washington Code / Title 25 / Chapter 10 / Section 901
RCW 25.10.901: Uniformity of application and construction.
Status: in_force

In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
RCW 25.05.445 — Washington Code / Title 25 / Chapter 05 / Section 445
RCW 25.05.445: Partner—Payment demand—Entitlement.
Status: in_force

(1) A partner who demands payment retains all other rights of a partner in the partnership until the proposed merger becomes effective. (2) A partner in a partnership sent a dissenters' notice who does not demand payment by the date set in the dissenters' notice is not entitled to payment for the partner's interest in the partnership under this article.
RCW 25.10.211 — Washington Code / Title 25 / Chapter 10 / Section 211
RCW 25.10.211: Amendment or restatement of certificate of limited partnership.
Status: in_force

(1) In order to amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment or, pursuant to article 11 of this chapter, articles of merger stating: (a) The name of the limited partnership; (b) The date of filing of its initial certificate of limited partnership; and (c) The changes the amendment makes to the certificate of limited partnership as most recently amended or restated. (2) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect: (a) The admission of a new general partner; (b) The dissociation of a person as a general partner; or (c) The appointment of a person to wind up the limited partnership's activities under RCW 25.10.581 (3) or (4). (3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: (a) Cause the certificate of limited partnership to be amended; or (b) If appropriate, deliver to the secretary of state for filing a statement of change pursuant to RCW 23.95.430 or a statement of correction pursuant to RCW 23.95.220 . (4) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership. (5) A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment. (6) An amendment or restated certificate of limited partnership is effective when filed by the secretary of state as provided in RCW 23.95.210 , and may state a delayed effective date in accordance with RCW 23.95.210 .
RCW 25.10.471 — Washington Code / Title 25 / Chapter 10 / Section 471
RCW 25.10.471: Sharing of distributions.
Status: in_force

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.
RCW 25.05.120 — Washington Code / Title 25 / Chapter 05 / Section 120
RCW 25.05.120: Partnership liable for partner's actionable conduct.
Status: in_force

(1) A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership. (2) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
RCW 25.10.651 — Washington Code / Title 25 / Chapter 10 / Section 651
RCW 25.10.651: Activities not constituting transacting business.
Status: in_force

A nonexhaustive list of activities of a foreign limited partnership that do not constitute transacting business in this state is provided in RCW 23.95.520 .
RCW 25.05.170 — Washington Code / Title 25 / Chapter 05 / Section 170
RCW 25.05.170: Actions by partnership and partners.
Status: in_force

(1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (a) Enforce the partner's rights under the partnership agreement; (b) Enforce the partner's rights under this chapter, including: (i) The partner's rights under RCW 25.05.150 , 25.05.160 , or 25.05.165 ; (ii) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to RCW 25.05.250 or enforce any other right under article 6 or 7 of this chapter; or (iii) The partner's right to compel a dissolution and winding up of the partnership business under RCW 25.05.300 or enforce any other right under article 8 of this chapter; or (c) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. (3) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
RCW 25.15.157 — Washington Code / Title 25 / Chapter 15 / Section 157
RCW 25.15.157: Delegation of rights and powers to manage.
Status: in_force

A member or manager of a limited liability company has the power and authority to delegate to one or more other persons the member's or manager's rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers, and employees of a member or manager or the limited liability company, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Such delegation by a member or manager of a limited liability company does not cause the member or manager to cease to be a member or manager of the limited liability company or cause the person to whom any such rights and powers have been delegated to be a member or manager of the limited liability company.
RCW 25.10.856 — Washington Code / Title 25 / Chapter 10 / Section 856
RCW 25.10.856: Partner—Payment demand—Entitlement.
Status: in_force

(1) A partner who demands payment retains all other rights of a partner until the proposed merger becomes effective. (2) A partner sent a dissenters' notice who does not demand payment by the date set in the dissenters' notice is not entitled to payment for the partner's partnership interest under this article.
RCW 25.05.455 — Washington Code / Title 25 / Chapter 05 / Section 455
RCW 25.05.455: 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 partnership shall pay each dissenter who complied with RCW 25.05.445 the amount the partnership estimates to be the fair value of the dissenting partner's interest in the partnership, plus accrued interest. (2) The payment must be accompanied by: (a) Copies of the financial statements for the partnership for its most recent fiscal year; (b) An explanation of how the partnership estimated the fair value of the partner's interest in the partnership; (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 25.05.225 — Washington Code / Title 25 / Chapter 05 / Section 225
RCW 25.05.225: Events causing partner's dissociation.
Status: in_force

A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; (2) An event agreed to in the partnership agreement as causing the partner's dissociation; (3) The partner's expulsion pursuant to the partnership agreement; (4) The partner's expulsion by the unanimous vote of the other partners if: (a) It is unlawful to carry on the partnership business with that partner; (b) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes or a court order charging the partner's interest which, in either case, has not been foreclosed; (c) Within ninety days after the partnership notifies a corporate partner that it will be expelled because it has filed articles of dissolution, it has been administratively or judicially dissolved, or its right to conduct business has been suspended by the jurisdiction of its incorporation, and there is no revocation of the articles of dissolution, no reinstatement following its administrative dissolution, or reinstatement of its right to conduct business by the jurisdiction of its incorporation, as applicable; or (d) A partnership or limited liability company that is a partner has been dissolved and its business is being wound up; (5) On application by the partnership or another partner, the partner's expulsion by judicial determination because: (a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business; (b) The partner 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 25.05.165 ; or (c) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner; (6) The partner's: (a) Becoming a debtor in bankruptcy; (b) Executing an assignment for the benefit of creditors; (c) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or (d) Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner'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 partner who is an individual: (a) The partner's death; (b) The appointment of a guardian or general conservator for the partner; or (c) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement; (8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee; (9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or (10) Termination of a partner who is not an individual, partnership, corporation, limited liability company, trust, or estate.
RCW 25.15.416 — Washington Code / Title 25 / Chapter 15 / Section 416
RCW 25.15.416: Merger—Plan.
Status: in_force

(1) A limited liability company may merge with one or more other constituent organizations pursuant to this section and RCW 25.15.421 through 25.15.431 and a plan of merger, if: (a) The governing statute of each of the other organizations authorizes the merger; (b) The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (c) Each of the other organizations complies with its governing statute in effecting the merger. (2) The plan of merger must be in a record and must set forth: (a) The name and form of each constituent organization; (b) The name and form of the surviving organization; (c) The terms and conditions of the merger, including the manner and basis of converting the interests in each constituent organization into any combination of the interests, shares, obligations, or other securities of the surviving organization or any other organization or into cash or other property in whole or part; and (d) Any amendments to be made by the merger to the surviving organization's organizational documents. (3) The plan of merger may set forth other provisions relating to the merger.
RCW 25.10.801 — Washington Code / Title 25 / Chapter 10 / Section 801
RCW 25.10.801: Liability of general partner after conversion or merger.
Status: in_force

(1) A conversion or merger under this article does not discharge any liability under RCW 25.10.401 and 25.10.541 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (a) The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; (b) For the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and (c) If a person is required to pay any amount under this subsection: (i) The person has a right of contribution from each other person that was liable as a general partner under RCW 25.10.401 when the obligation was incurred and has not been released from the obligation under RCW 25.10.541 ; and (ii) 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. (2) In addition to any other liability provided by law: (a) A person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party: (i) Does not have notice of the conversion or merger; and (ii) Reasonably believes that: (A) The converted or surviving business is the converting or constituent limited partnership; (B) The converting or constituent limited partnership is not a limited liability limited partnership; and (C) The person is a general partner in the converting or constituent limited partnership; and (b) A person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if: (i) Immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and (ii) At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party: (A) Does not have notice of the dissociation; (B) Does not have notice of the conversion or merger; and (C) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership.
RCW 25.10.381 — Washington Code / Title 25 / Chapter 10 / Section 381
RCW 25.10.381: General partner agent of limited partnership.
Status: in_force

(1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course of the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under RCW 25.10.016 (4) that the general partner lacked authority. (2) An act of a general partner that is not apparently for carrying on in the ordinary course of the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
RCW 25.15.356 — Washington Code / Title 25 / Chapter 15 / Section 356
RCW 25.15.356: Activities not constituting transacting business.
Status: in_force

A nonexhaustive list of activities that do not constitute transacting business in this state is provided in RCW 23.95.520 .
RCW 25.12.070 — Washington Code / Title 25 / Chapter 12 / Section 070
RCW 25.12.070: Withdrawal of stock and profits—Effect.
Status: in_force

During the continuance of any partnership formed under this chapter no part of the capital stock thereof shall be withdrawn, nor any division of interests or profits be made, so as to reduce such capital stock below the sum stated in the certificate of partnership before mentioned; and if at any time during the continuance or at the termination of such partnership, the property or assets thereof are not sufficient to satisfy the partnership debts then the special partners shall be severally liable for all sums or amounts by them in any way received or withdrawn from such capital stock, with interest thereon from the time they were so received or withdrawn respectively.
RCW 25.05.355 — Washington Code / Title 25 / Chapter 05 / Section 355
RCW 25.05.355: Conversion of partnership to limited partnership.
Status: in_force

(1) A partnership may be converted to a limited partnership pursuant to this section. (2) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement. (3) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include: (a) A statement that the partnership was converted to a limited partnership from a partnership; (b) Its former name; and (c) A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement. (4) If the partnership was converted to a domestic limited partnership, the certificate must also include: (a) The name of the limited partnership; (b) The address of the office for records and the name and address of the registered agent for service of process designated in accordance with Article 4 of chapter 23.95 RCW; (c) The name and the geographical and mailing address of each general partner; (d) The latest date upon which the limited partnership is to dissolve; and (e) Any other matters the general partners determine to include therein. (5) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate in accordance with RCW 23.95.210 . (6) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Washington uniform limited partnership act.
RCW 25.05.030 — Washington Code / Title 25 / Chapter 05 / Section 030
RCW 25.05.030: Governing law.
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and the partnership. (2) The law of this state governs relations among the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
RCW 25.05.015 — Washington Code / Title 25 / Chapter 05 / Section 015
RCW 25.05.015: Effect of partnership agreement—Nonwaivable provisions.
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under RCW 25.05.025 except to eliminate the duty to provide copies of statements to all of the partners; (b) Unreasonably restrict the right of access to books and records under RCW 25.05.160 (2); (c) Eliminate the duty of loyalty under RCW 25.05.165 (2) or 25.05.235 (2)(c), but, if not manifestly unreasonable: (i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty; or (ii) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (d) Unreasonably reduce the duty of care under RCW 25.05.165 (3) or 25.05.235 (2)(c); (e) Eliminate the obligation of good faith and fair dealing under RCW 25.05.165 (4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (f) Vary the power to dissociate as a partner under RCW 25.05.230 (1), except to require the notice under RCW 25.05.225 (1) to be in writing; (g) Vary the right of a court to expel a partner in the events specified in RCW 25.05.225 (5); (h) Vary the requirement to wind up the partnership business in cases specified in RCW 25.05.300 (4), (5), or (6); (i) Vary the law applicable to a limited liability partnership under RCW 25.05.030 (2); or (j) Restrict rights of third parties under this chapter.
RCW 25.05.270 — Washington Code / Title 25 / Chapter 05 / Section 270
RCW 25.05.270: Continued use of partnership name.
Status: in_force

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
RCW 25.10.031 — Washington Code / Title 25 / Chapter 10 / Section 031
RCW 25.10.031: Powers.
Status: in_force

A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
RCW 25.15.501 — Washington Code / Title 25 / Chapter 15 / Section 501
RCW 25.15.501: 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 liability company must pay each dissenter who complied with RCW 25.15.491 the amount the limited liability company estimates to be the fair value of the dissenting member's interest in the limited liability company, plus accrued interest. (2) The payment must be accompanied by: (a) Copies of the financial statements for the limited liability company for its most recent fiscal year maintained as required by RCW 25.15.136 ; (b) An explanation of how the limited liability company estimated the fair value of the member's interest in the limited liability company; (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 25.05.330 — Washington Code / Title 25 / Chapter 05 / Section 330
RCW 25.05.330: Settlement of accounts and contributions among partners.
Status: in_force

(1) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2) of this section. (2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, except, in the case of a limited liability partnership the partner shall make such contribution only to the extent of his or her share of any unpaid partnership obligations for which the partner has personal liability under RCW 25.05.125 . (3) If a partner fails to contribute the full amount required under subsection (2) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under RCW 25.05.125 . A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under RCW 25.05.125 . (4) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under RCW 25.05.125 . (5) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership. (6) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
RCW 25.15.246 — Washington Code / Title 25 / Chapter 15 / Section 246
RCW 25.15.246: Nature of limited liability company interest—Certificate of interest.
Status: in_force

(1) The only interest of a member that is transferable is the member's transferable interest. A transferable interest is personal property. A member has no interest in specific limited liability company property. (2) A limited liability company agreement may provide that a transferable interest may be evidenced by a certificate of limited liability company interest issued by the limited liability company and may also provide for the transfer of any transferable interest represented by such a certificate and make other provisions with respect to such certificate.
RCW 25.15.811 — Washington Code / Title 25 / Chapter 15 / Section 811
RCW 25.15.811: 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 25.10.541 — Washington Code / Title 25 / Chapter 10 / Section 541
RCW 25.10.541: Liability to other persons of person dissociated as general partner.
Status: in_force

(1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3) of this section, the person is not liable for a limited partnership's obligation incurred after dissociation. (2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under RCW 25.10.401 on an obligation incurred by the limited partnership under RCW 25.10.586 . (3) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if: (a) A general partner would be liable on the transaction; 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. (4) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership. (5) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
RCW 25.15.251 — Washington Code / Title 25 / Chapter 15 / Section 251
RCW 25.15.251: Transfer of transferable interest.
Status: in_force

(1) A transfer, in whole or in part, of a transferable interest: (a) Is permissible; and (b) Does not, as against the members or the limited liability company, entitle the transferee to participate in the management of the limited liability company's activities, to require access to information concerning the limited liability company's transactions except as provided in subsection (5) of this section or in RCW 25.15.136(11), or to obtain access to information to which a member is otherwise entitled pursuant to RCW 25.15.136 or the limited liability company's other records. (2) A transfer of a transferable interest entitles the transferee to receive distributions to which the transferor would otherwise be entitled, to the extent transferred. (3) Upon transfer of less than the transferor's entire transferable interest in the limited liability company, the transferor retains the rights, duties, and obligations of the transferor immediately prior to the transfer other than the transferable interest transferred. (4) Except as otherwise provided in (b) of this subsection, a transferee that becomes a member with respect to a transferable interest is liable for the transferor's obligations with respect to the transferable interest. Except to the extent such liabilities are assumed by agreement: (a) Until a transferee of a transferable interest becomes a member with respect to the transferable interest, the transferee has no liability as a member solely as a result of the transfer; and (b) A transferee is not obligated for liabilities associated with a transferable interest that are unknown to the transferee at the time the transferee becomes a member. (5) In a dissolution and winding up, a transferee is entitled to an account of the limited liability company's transactions only from the date of dissolution. (6) For the purposes of this chapter: (a) The pledge of, or granting of a security interest, lien, or other encumbrance in or against, any or all of a transferable interest is not a transfer of the transferable interest, but a foreclosure or execution sale or exercise of similar rights with respect to any or all of transferable interest is a transfer of the transferable interest to the transferee pursuant to such foreclosure or execution sale or exercise of similar rights. (b) Where a transferable interest is held in a trust or estate, or is held by a trustee, personal representative, or other fiduciary, the transfer of the transferable interest, whether to a beneficiary of the trust or estate or otherwise, is a transfer of such transferable interest, but the mere substitution or replacement of the trustee, personal representative, or other fiduciary does not constitute a transfer of such transferable interest.
RCW 25.10.021 — Washington Code / Title 25 / Chapter 10 / Section 021
RCW 25.10.021: Nature, purpose, and duration of entity.
Status: in_force

(1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate of limited partnership states that the limited partnership is a limited liability limited partnership. (2) A limited partnership may be organized under this chapter for any lawful purpose. (3) A limited partnership has a perpetual duration.
RCW 25.05.310 — Washington Code / Title 25 / Chapter 05 / Section 310
RCW 25.05.310: Right to wind up partnership business.
Status: in_force

(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the superior court, for good cause shown, may order judicial supervision of the winding up. (2) The legal representative of the last surviving partner may wind up a partnership's business. (3) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to RCW 25.05.330 , settle disputes by mediation or arbitration, and perform other necessary acts.
RCW 25.15.096 — Washington Code / Title 25 / Chapter 15 / Section 096
RCW 25.15.096: Duty of secretary of state to file—Review of refusal to file.
Status: in_force

RCW 23.95.225 governs the secretary of state's duty to file records delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a record.
RCW 25.05.425 — Washington Code / Title 25 / Chapter 05 / Section 425
RCW 25.05.425: Partner—Dissent—Payment of fair value.
Status: in_force

(1) Except as provided in RCW 25.05.435 or 25.05.445 (2), a partner in a domestic partnership is entitled to dissent from, and obtain payment of the fair value of the partner's interest in a partnership in the event of consummation of a plan of merger to which the partnership is a party as permitted by RCW 25.05.370 or 25.05.390 . (2) A partner entitled to dissent and obtain payment for the partner's interest in a partnership under this article may not challenge the merger creating the partner's entitlement unless the merger fails to comply with the procedural requirements imposed by this title, Title 23B RCW, RCW 25.10.776 through 25.10.796 , or 25.15.471 , as applicable, or the partnership agreement, or is fraudulent with respect to the partner or the partnership. (3) The right of a dissenting partner in a partnership to obtain payment of the fair value of the partner's interest in the partnership shall terminate 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 partner's demand for payment is withdrawn with the written consent of the partnership.
RCW 25.05.380 — Washington Code / Title 25 / Chapter 05 / Section 380
RCW 25.05.380: Articles of merger—Filing.
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, after a plan of merger is approved or adopted, the surviving partnership, limited liability company, limited partnership, or corporation shall deliver to the secretary of state for filing articles of merger setting forth: (a) The plan of merger; (b) If the approval of any partners, members, or shareholders of one or more partnerships, limited liability companies, limited partnerships, or corporations party to the merger was not required, a statement to that effect; or (c) If the approval of any partners, members, or shareholders of one or more of the partnerships, limited liability companies, limited partnerships, or corporations party to the merger was required, a statement that the merger was duly approved by such members, partners, and shareholders pursuant to RCW 25.15.421 , RCW 25.05.375 , or *chapter 23B.11 RCW. (2) If the merger involves only two or more partnerships and one or more of such partnerships has filed a statement of partnership authority with the secretary of state, the surviving partnership shall file articles of merger as provided in subsection (1) of this section.
RCW 25.15.051 — Washington Code / Title 25 / Chapter 15 / Section 051
RCW 25.15.051: Foreign professional limited liability company.
Status: in_force

A foreign professional limited liability company may render professional services in this state so long as it complies with Article IX of this chapter and each individual rendering professional services in this state is duly licensed or otherwise legally authorized to render such professional services within this state.
RCW 25.05.907 — Washington Code / Title 25 / Chapter 05 / Section 907
RCW 25.05.907: Savings clause—1998 c 103.
Status: in_force

This act does not affect an action or proceeding commenced or right accrued before June 11, 1998.
RCW 25.15.801 — Washington Code / Title 25 / Chapter 15 / Section 801
RCW 25.15.801: Construction and application of chapter and limited liability company agreement.
Status: in_force

(1) The rule that statutes in derogation of the common law are to be strictly construed has no application to this chapter. (2) It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements. (3) Unless the context otherwise requires, as used in this chapter, the singular includes the plural and the plural may refer to only the singular.
RCW 25.15.236 — Washington Code / Title 25 / Chapter 15 / Section 236
RCW 25.15.236: Liability for improper distributions.
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, a member of a member-managed limited liability company or manager of a manager-managed limited liability company that consents to a distribution made in violation of RCW 25.15.231 is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of RCW 25.15.231 if it is established that in consenting to the distribution the members or managers failed to comply with the duty of care. (2) To the extent the limited liability company agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability provided in subsection (1) of this section applies to the other members and not the member that the limited liability company agreement relieves of authority and responsibility. (3) A member or transferee that received a distribution knowing that the distribution to that member or transferee was made in violation of RCW 25.15.231 is personally liable to the limited liability company but only to the extent that the distribution received by the member or transferee exceeded the amount that could have been properly paid under RCW 25.15.231 . (4) A member or manager against which an action is commenced under subsection (1) of this section may: (a) Implead in the action any other person that is liable under subsection (1) of this section and compel contribution from the person; and (b) Implead in the action any person that received a distribution in violation of subsection (3) of this section and compel contribution from the person in the amount the person received in violation of subsection (3) of this section. (5) An action under this section is barred if it is not commenced within two years after the distribution.
RCW 25.10.906 — Washington Code / Title 25 / Chapter 10 / Section 906
RCW 25.10.906: Relation to electronic signatures in global and national commerce act.
Status: in_force

This chapter modifies, limits, or supersedes the federal electronic signatures in global and national commerce act, 15 U.S.C. Sec. 7001 et seq., but this chapter does not modify, limit, or supersede section 101(c) of that chapter or authorize electronic delivery of any of the notices described in section 103(b) of that chapter.
RCW 25.10.476 — Washington Code / Title 25 / Chapter 10 / Section 476
RCW 25.10.476: Interim distributions.
Status: in_force

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
RCW 25.05.385 — Washington Code / Title 25 / Chapter 05 / Section 385
RCW 25.05.385: Effect of merger.
Status: in_force

(1) When a merger takes effect: (a) Every other partnership, limited liability company, limited partnership, or corporation that is party to the merger merges into the surviving partnership, limited liability company, limited partnership, or corporation and the separate existence of every partnership, limited liability company, limited partnership, or corporation except the surviving partnership, limited liability company, limited partnership, or corporation ceases; (b) The title to all real estate and other property owned by each partnership, limited liability company, limited partnership, and corporation party to the merger is vested in the surviving partnership, limited liability company, limited partnership, or corporation without reversion or impairment; (c) The surviving partnership, limited liability company, limited partnership, or corporation has all liabilities of each partnership, limited liability company, limited partnership, and corporation that is party to the merger; (d) A proceeding pending against any partnership, limited liability company, limited partnership, or corporation that is party to the merger may be continued as if the merger did not occur or the surviving partnership, limited liability company, limited partnership, or corporation may be substituted in the proceeding for the partnership, limited liability company, limited partnership, or corporation whose existence ceased; (e) The certificate of formation of the surviving limited liability company is amended to the extent provided in the plan of merger; (f) The partnership agreement of the surviving limited partnership is amended to the extent provided in the plan of merger; (g) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and (h) The former members of every limited liability company party to the merger, the former holders of the partnership interests of every domestic partnership or limited partnership that is party to the merger, and the former holders of the shares of every domestic corporation that is party to the merger are entitled only to the rights provided in the plan of merger, or to their rights under this article, to their rights under RCW 25.10.831 through 25.10.886 , or to their rights under chapter 23B.13 RCW. (2) Unless otherwise agreed, a merger of a domestic partnership, including a domestic partnership which is not the surviving entity in the merger, shall not require the domestic partnership to wind up its affairs under article 8 of this chapter. (3) Unless otherwise agreed, a merger of a domestic limited partnership, including a domestic limited partnership which is not the surviving entity in the merger, shall not require the domestic limited partnership to wind up its affairs under RCW 25.10.581 or pay its liabilities and distribute its assets under RCW 25.10.621 . (4) Unless otherwise agreed, a merger of a domestic limited liability company, including a domestic limited liability company which is not the surviving entity in the merger, shall not require the domestic limited liability company to wind up its affairs under RCW 25.15.297 or pay its liabilities and distribute its assets under RCW 25.15.305 .
RCW 25.10.606 — Washington Code / Title 25 / Chapter 10 / Section 606
RCW 25.10.606: Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
Status: in_force

If a claim against a dissolved limited partnership is barred under RCW 25.10.596 or 25.10.601 , any corresponding claim under RCW 25.10.401 is also barred.
RCW 25.10.461 — Washington Code / Title 25 / Chapter 10 / Section 461
RCW 25.10.461: Form of contribution.
Status: in_force

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.
RCW 25.10.531 — Washington Code / Title 25 / Chapter 10 / Section 531
RCW 25.10.531: Effect of dissociation as general partner.
Status: in_force

(1) Upon a person's dissociation as a general partner: (a) The person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (b) The person's duty of loyalty as a general partner under RCW 25.10.441 (2)(c) terminates; (c) The person's duty of loyalty as a general partner under RCW 25.10.441 (2) (a) and (b) and duty of care under RCW 25.10.441 (3) continue only with regard to matters arising and events occurring before the person's dissociation as a general partner; (d) The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership that states that the person has dissociated; and (e) Subject to RCW 25.10.561 and article 11 of this chapter, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee. (2) A person's dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a general partner.
RCW 25.15.297 — Washington Code / Title 25 / Chapter 15 / Section 297
RCW 25.15.297: Winding up.
Status: in_force

(1) A limited liability company continues after dissolution only for the purpose of winding up its activities. (2) In winding up its activities, the limited liability company: (a) May file a certificate of dissolution with the secretary of state to provide notice that the limited liability company is dissolved; preserve the limited liability company's business or property as a going concern for a reasonable time; prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited liability company's property; settle disputes; and perform other necessary acts; and (b) Shall discharge the limited liability company's liabilities, settle and close the limited liability company's activities, and marshal and distribute the assets of the limited liability company. (3) The persons responsible for managing the business and affairs of a limited liability company under RCW 25.15.151 or 25.15.154 are responsible for winding up the activities of a dissolved limited liability company. If a dissolved limited liability company does not have any managers or members, the legal representative of the last person to have been a member may wind up the activities of the dissolved limited liability company, in which event the legal representative is a manager for the purposes of RCW 25.15.038 . (4) If the persons responsible for winding up the activities of a dissolved limited liability company under subsection (3) of this section decline or fail to wind up the limited liability company's activities, a person to wind up the dissolved limited liability company's activities may be appointed by the consent of a majority of the transferees. A person appointed under this subsection: (a) Is a manager for the purposes of RCW 25.15.038 ; and (b) Shall promptly amend the certificate of formation to state: (i) The name of the person who has been appointed to wind up the limited liability company; and (ii) The street and mailing address of the person. (5) The superior court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited liability company's activities, if: (a) On application of a member, the applicant establishes good cause; or (b) On application of a transferee, a limited liability company does not have any managers or members and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3) or (4) of this section.
RCW 25.15.006 — Washington Code / Title 25 / Chapter 15 / Section 006
RCW 25.15.006: Definitions.
Status: in_force

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise. (1) "Agreed value" means the value of the contributions made by a member to the limited liability company. Such value shall equal the amount agreed upon in a limited liability company agreement or, if no value is agreed upon, the value shall be determined based on the records of the limited liability company. (2) "Certificate of formation" means the certificate of formation required by RCW 25.15.071 and such certificate as amended or restated. (3) "Distribution" means a transfer of money or other property from a limited liability company to a member in the member's capacity as a member or to a transferee on account of a transferable interest owned by the transferee. (4) "Execute," "executes," or "executed" means with present intent to authenticate or adopt a record: (a) To sign or adopt a tangible symbol; or (b) To attach to or logically associate with the record an electronic symbol, sound, or process. (5) "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company. (6) "Foreign professional limited liability company" means a foreign limited liability company formed for the purpose of rendering professional services. (7) "Limited liability company" or "domestic limited liability company" means a limited liability company having one or more members or transferees that is formed under this chapter. (8) "Limited liability company agreement" means the agreement, including the agreement as amended or restated, whether oral, implied, in a record, or in any combination, of the member or members of a limited liability company concerning the affairs of the limited liability company and the conduct of its business. (9) "Manager" means a person, or a board, committee, or other group of persons, named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, a limited liability company agreement. (10) "Manager-managed" means, with respect to a limited liability company, that the limited liability company agreement vests management of the limited liability company in one or more managers. (11) "Member" means a person who has been admitted to a limited liability company as a member as provided in RCW 25.15.116 and who has not been dissociated from the limited liability company. (12) "Member-managed" means, with respect to a limited liability company, that the limited liability company is not manager-managed. (13) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality or any other legal or commercial entity. (14) "Principal office" means the office, in or out of this state, so designated in the annual report, where the principal executive offices of a domestic or foreign limited liability company are located. (15) "Professional limited liability company" means a limited liability company that is formed in accordance with RCW 25.15.046 for the purpose of rendering professional service. (16) "Professional service" means the same as defined under RCW 18.100.030 . (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) "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. (19) "Tangible medium" means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material. (20) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, gift, and transfer by operation of law, except as otherwise provided in RCW 25.15.251 (6). (21) "Transferable interest" means a member's or transferee's right to receive distributions of the limited liability company's assets. (22) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. (23) "Withdraw" or "withdrawal" means, with respect to a member of a limited liability company or a holder of a transferable interest in a limited liability company, that the member or holder of the transferable interest provides written notice to the limited liability company of its intent to surrender all of its transferable interest and rights as a member to the limited liability company. A withdrawal is effective as of the later of the date the limited liability company receives the written notice of withdrawal or the date specified in such notice.
RCW 25.10.151 — Washington Code / Title 25 / Chapter 10 / Section 151
RCW 25.10.151: Service of process.
Status: in_force

Service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership may be made in accordance with RCW 23.95.450 .
RCW 25.10.776 — Washington Code / Title 25 / Chapter 10 / Section 776
RCW 25.10.776: Merger.
Status: in_force

(1) A limited partnership may merge with one or more other constituent organizations pursuant to this section and RCW 25.10.781 through 25.10.791 and a plan of merger, if: (a) The governing statute of each of the other organizations authorizes the merger; (b) The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (c) Each of the other organizations complies with its governing statute in effecting the merger. (2) A plan of merger must be in a record and must include: (a) The name and form of each constituent organization; (b) The name and form of the surviving organization; (c) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and (d) Any amendments to be made by the merger to the surviving organization's organizational documents.
RCW 25.15.071 — Washington Code / Title 25 / Chapter 15 / Section 071
RCW 25.15.071: Formation—Certificate of formation.
Status: in_force

(1) In order to form a limited liability company, one or more persons must execute a certificate of formation. The certificate of formation must be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW and set forth: (a) The name of the limited liability company; (b) The name and address of the registered agent for service of process required to be maintained by RCW 25.15.021 and Article 4 of chapter 23.95 RCW; (c) The address of the principal office of the limited liability company; (d) If the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve; (e) Any other matters the members decide to include; and (f) The name and address of each person executing the certificate of formation. (2)(a) Unless a delayed effective date is specified in accordance with RCW 23.95.210 , a limited liability company is formed when its certificate of formation is filed by the secretary of state. (b) The secretary of state's filing of the certificate of formation is conclusive proof that the persons executing the certificate satisfied all conditions precedent to the formation. (3) A limited liability company formed under this chapter is a separate legal entity and has a perpetual existence. (4) Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic limited liability company or a certificate of registration for a foreign limited liability company.
RCW 25.05.175 — Washington Code / Title 25 / Chapter 05 / Section 175
RCW 25.05.175: Continuation of partnership beyond definite term or particular undertaking.
Status: in_force

(1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. (2) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
RCW 25.10.061 — Washington Code / Title 25 / Chapter 10 / Section 061
RCW 25.10.061: Name.
Status: in_force

The name of a limited partnership must comply with the provisions of Article 3 of chapter 23.95 RCW.
RCW 25.10.701 — Washington Code / Title 25 / Chapter 10 / Section 701
RCW 25.10.701: Direct action by partner.
Status: in_force

(1) Subject to subsection (2) of this section, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. (2) A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. (3) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
RCW 25.10.121 — Washington Code / Title 25 / Chapter 10 / Section 121
RCW 25.10.121: Registered agent—Requirements.
Status: in_force

A limited partnership or foreign limited partnership shall designate and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
RCW 25.15.521 — Washington Code / Title 25 / Chapter 15 / Section 521
RCW 25.15.521: Unsettled demand for payment—Costs—Fees and expenses of counsel.
Status: in_force

(1) The court in a proceeding commenced under RCW 25.15.516 must determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court must assess the costs against the limited liability company, 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 liability company and in favor of any or all dissenters if the court finds the limited liability company did not substantially comply with the requirements of this article; or (b) Against either the limited liability company 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 liability company, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
RCW 25.15.316 — Washington Code / Title 25 / Chapter 15 / Section 316
RCW 25.15.316: Law governing.
Status: in_force

A foreign limited liability company registered to do business in this state is subject to RCW 23.95.500 relating to the effect of registration and the governing law for registered foreign limited liability companies.
RCW 25.10.556 — Washington Code / Title 25 / Chapter 10 / Section 556
RCW 25.10.556: Rights of creditor of partner or transferee.
Status: in_force

(1) On application to a court of competent jurisdiction by any judgment creditor of a partner 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 debtor in respect of the partnership 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 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 limited partnership property, by one or more of the other partners; or (c) With limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged. (4) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest. (5) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest.
RCW 25.15.136 — Washington Code / Title 25 / Chapter 15 / Section 136
RCW 25.15.136: Records and information.
Status: in_force

(1) A limited liability company must keep at its principal office the following: (a) A copy of its certificate of formation and all amendments thereto; (b) A copy of any limited liability company agreement made in a record and any amendments made in a record to a limited liability company agreement; (c) Unless contained in its certificate of formation, a statement in a record of: (i) 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 member; (ii) The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made; (iii) Any right of any member to receive distributions which include a return of all or any part of the member's contribution; and (iv) Any events upon the happening of which the limited liability company is to be dissolved and its activities wound up; (d) A copy of the limited liability company's federal, state, and local tax returns and reports, if any, for the three most recent years; (e) A copy of any financial statements of the limited liability company for the three most recent years; (f) A copy of any record made by the limited liability company during the past three years of any consent given by or vote taken of any member pursuant to this chapter or the limited liability company agreement; (g) A copy of the three most recent annual reports delivered by the limited liability company to the secretary of state pursuant to RCW 25.15.106 ; (h) A copy of any filed articles of conversion or merger; and (i) A copy of any certificate of dissolution or certificate of revocation of dissolution. (2) On ten days' demand, made in a record received by the limited liability company, a member may inspect and copy, during regular business hours at the limited liability company's principal office, the records required by subsection (1) of this section to be kept by a limited liability company. The member need not have any particular purpose for seeking the records. However, if the records contain information specified in subsection (3)(a) of this section, the limited liability company may substitute copies of the records that are redacted to protect information specified in subsection (3)(a) of this section, unless the member meets the requirements of subsection (4) of this section. (3) During regular business hours and at a reasonable location specified by the limited liability company, a member may inspect and copy the following records of the limited liability company if the member meets the requirements of subsection (4) of this section: (a) A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any; (b) Excerpts from any meeting of the managers or members, and records of limited liability company action approved by the members or manager without a meeting; and (c) Accounting records of the limited liability company. (4) A member may inspect and copy the records described in subsection (3) of this section if: (a) The member seeks the records for a purpose reasonably related to the member's interest in the limited liability company; (b) The member makes a demand in a record received by the limited liability company, describing with reasonable particularity the records sought and the purpose for seeking the records; and (c) The records sought are directly connected to the member's purpose. (5) Within ten days after receiving a demand pursuant to subsection (4) of this section, the limited liability company in a record must inform the member that made the demand: (a) What records the limited liability company will provide in response to the demand; (b) When and where the limited liability company will provide the records; and (c) If the limited liability company declines to provide any demanded records, the limited liability company's reasons for declining. (6) A person dissociated as a member may inspect and copy the records required by subsection (1) of this section during regular business hours in the limited liability company's principal office if: (a) The records pertain to the period during which the person was a member or transferee; (b) The person seeks the records in good faith; and (c) The person meets the requirements of subsection (4) of this section. (7) The limited liability company must respond to a demand made pursuant to subsection (6) of this section in the same manner as provided in subsection (5) of this section. (8) The limited liability company may impose reasonable restrictions on the use of records and information obtained under this section. (9) A limited liability company may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (10) A member, or a person dissociated as a member, may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (8) of this section or by the limited liability company agreement applies both to the attorney or other agent and to the member or person dissociated as a member. (11) The rights stated in this section do not extend to a person as transferee, but the rights under subsections (2) and (3) of this section may be exercised by a deceased member's personal representative for purposes of settling the estate, or by the legal representative of an individual under legal disability who is dissociated as a member pursuant to RCW 25.15.131 (1)(f). (12) Each manager, or each member of the manager if the manager is a board, committee, or other group of persons, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (a) At the limited liability company's principal office, the records required by subsection (1) of this section; and (b) At a reasonable location specified by the limited liability company, any other records maintained by the limited liability company regarding the limited liability company's activities and financial condition, or that otherwise relate to the management of the limited liability company. (13) Any action to enforce any right arising under this section must be brought in the superior courts.
RCW 25.10.811 — Washington Code / Title 25 / Chapter 10 / Section 811
RCW 25.10.811: Article not exclusive.
Status: in_force

This article does not preclude an entity from being converted or merged under other law.
RCW 25.15.431 — Washington Code / Title 25 / Chapter 15 / Section 431
RCW 25.15.431: Effect of merger.
Status: in_force

(1) When a merger becomes effective: (a) The surviving organization continues; (b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (c) The title to all real estate and other property owned by each constituent organization is vested in the surviving organization without reversion or impairment; (d) The surviving organization has all liabilities of each constituent organization; (e) A proceeding pending by or against any constituent organization may be continued as if the merger did not occur or the surviving organization may be substituted in the proceeding for the constituent organization whose existence ceased; (f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (h) The organizational documents of the surviving organization are amended to the extent provided in the articles of merger; and (i) The former holders of interests of every constituent limited liability company are entitled only to the rights provided in the plan of merger and to their rights under article XII of this chapter. (2) A merger of a limited liability company, including a limited liability company which is not the surviving organization in the merger, does not require the limited liability company to wind up its affairs under RCW 25.15.297 or pay its liabilities and distribute its assets under RCW 25.15.305 . (3) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving 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 the purposes of enforcing an obligation under this subsection.
RCW 25.15.476 — Washington Code / Title 25 / Chapter 15 / Section 476
RCW 25.15.476: Dissenters' rights—Notice—Timing.
Status: in_force

(1) Not less than ten days prior to the approval of a plan of merger, the limited liability company must send a written notice to all members who are entitled to vote on or approve the plan of merger that they may be entitled to assert dissenters' rights under this article. Such notice shall be accompanied by a copy of this article. (2) The limited liability company must notify in writing all members not entitled to vote on or approve the plan of merger that the plan of merger was approved, and send them the dissenters' notice as required by RCW 25.15.486 .
RCW 25.10.751 — Washington Code / Title 25 / Chapter 10 / Section 751
RCW 25.10.751: Definitions.
Status: in_force

In this article: (1) "Constituent limited partnership" means a constituent organization that is a limited partnership. (2) "Constituent organization" means an organization that is party to a merger. (3) "Converted organization" means the organization into which a converting organization converts pursuant to RCW 25.10.756 through 25.10.771 . (4) "Converting limited partnership" means a converting organization that is a limited partnership. (5) "Converting organization" means an organization that converts into another organization pursuant to RCW 25.10.756 . (6) "General partner" means a general partner of a limited partnership. (7) "Governing statute" of an organization means the statute that governs the organization's internal affairs. (8) "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 organized for profit. (9) "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 that 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. (10) "Personal liability" means personal liability for a debt, liability, or other obligation of an organization that 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. (11) "Surviving organization" means an organization into which one or more other organizations are merged.
RCW 25.10.501 — Washington Code / Title 25 / Chapter 10 / Section 501
RCW 25.10.501: Liability for improper distributions.
Status: in_force

(1) A general partner that consents to a distribution made in violation of RCW 25.10.496 is personally liable to the limited partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with RCW 25.10.441 . (2) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of RCW 25.10.496 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under RCW 25.10.496 . (3) A general partner against which an action is commenced under subsection (1) of this section may: (a) Implead in the action any other person that is liable under subsection (1) of this section and compel contribution from the person; and (b) Implead in the action any person that received a distribution in violation of subsection (2) of this section and compel contribution from the person in the amount the person received in violation of subsection (2) of this section. (4) An action under this section is barred if it is not commenced within two years after the distribution.
RCW 25.05.430 — Washington Code / Title 25 / Chapter 05 / Section 430
RCW 25.05.430: Dissenters' rights—Notice—Timing.
Status: in_force

(1) Not less than ten days prior to the approval of a plan of merger, the partnership must send a written notice to all partners who are entitled to vote on or approve the plan of merger that they may be entitled to assert dissenters' rights under this article. Such notice shall be accompanied by a copy of this article. (2) The partnership shall notify in writing all partners not entitled to vote on or approve the plan of merger that the plan of merger was approved, and send them the dissenters' notice as required by RCW 25.05.440 .
RCW 25.10.516 — Washington Code / Title 25 / Chapter 10 / Section 516
RCW 25.10.516: Effect of dissociation as limited partner.
Status: in_force

(1) Upon a person's dissociation as a limited partner: (a) Subject to RCW 25.10.561 , the person does not have further rights as a limited partner; (b) The person's obligation of good faith and fair dealing as a limited partner under RCW 25.10.341 (2) continues only as to matters arising and events occurring before the dissociation; and (c) Subject to RCW 25.10.561 and article 11 of this chapter, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee. (2) A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a limited partner.
RCW 25.05.586 — Washington Code / Title 25 / Chapter 05 / Section 586
RCW 25.05.586: Resignation of registered agent.
Status: in_force

A registered agent of a foreign 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 25.05.020 — Washington Code / Title 25 / Chapter 05 / Section 020
RCW 25.05.020: Supplemental principles of law.
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 25.10.581 — Washington Code / Title 25 / Chapter 10 / Section 581
RCW 25.10.581: Winding up.
Status: in_force

(1) A limited partnership continues after dissolution only for the purpose of winding up its activities. (2) In winding up its activities, the limited partnership: (a) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in RCW 25.10.221 , and perform other necessary acts; and (b) Shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership. (3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection: (a) Has the powers of a general partner under RCW 25.10.586 ; and (b) Shall promptly amend the certificate of limited partnership to state: (i) That the limited partnership does not have a general partner; (ii) The name of the person that has been appointed to wind up the limited partnership; and (iii) The street and mailing address of the person. (4) On the application of any partner, or, if there are no partners, any transferee of a partner's transferable interest, the Thurston county superior court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if: (a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3) of this section; or (b) The applicant establishes other good cause.
RCW 25.15.321 — Washington Code / Title 25 / Chapter 15 / Section 321
RCW 25.15.321: Registration required.
Status: in_force

Before doing business in this state, a foreign limited liability company must register with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.
RCW 25.15.451 — Washington Code / Title 25 / Chapter 15 / Section 451
RCW 25.15.451: 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 liability company for the purposes of article VIII 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 liability company, if before the conversion the converting limited liability company 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 in accordance with RCW 23.95.450 for purposes of enforcing an obligation under this subsection.
RCW 25.10.791 — Washington Code / Title 25 / Chapter 10 / Section 791
RCW 25.10.791: Effect of merger.
Status: in_force

(1) When a merger becomes effective: (a) The surviving organization continues; (b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (c) The title to all real estate and other property owned by each constituent organization that ceases to exist vests in the surviving organization without reversion or impairment; (d) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (e) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (h) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of article 8 of this chapter; and (i) Any amendments provided for in the articles of merger for the organizational document that created the surviving organization become effective. (2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving 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 the purposes of enforcing an obligation under this subsection.
RCW 25.10.551 — Washington Code / Title 25 / Chapter 10 / Section 551
RCW 25.10.551: Transfer of partner's transferable interest.
Status: in_force

(1) A transfer, in whole or in part, of a partner's transferable interest: (a) Is permissible; (b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and (c) Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (3) of this section, or to inspect or copy the required information or the limited partnership's other records. (2) A transferee has a right to receive, in accordance with the transfer: (a) Distributions to which the transferor would otherwise be entitled; and (b) Upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor. (3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution. (4) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner. (5) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer. (6) A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under RCW 25.10.466 and 25.10.501 . However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
RCW 25.15.346 — Washington Code / Title 25 / Chapter 15 / Section 346
RCW 25.15.346: Doing business without registration.
Status: in_force

A foreign limited liability company doing business in this state without registering with the secretary of state is subject to RCW 23.95.505 .
RCW 25.10.616 — Washington Code / Title 25 / Chapter 10 / Section 616
RCW 25.10.616: Reinstatement following administrative dissolution.
Status: in_force

A limited partnership that has been administratively dissolved may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615 .
RCW 25.15.486 — Washington Code / Title 25 / Chapter 15 / Section 486
RCW 25.15.486: Members—Dissenters' notice—Requirement.
Status: in_force

(1) If the plan of merger is approved, the limited liability company shall deliver a written dissenters' notice to all members who satisfied the requirements of RCW 25.15.481 . (2) The dissenters' notice required by RCW 25.15.476 (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 members as to the extent transfer of the member's interest in the limited liability company will be restricted as permitted by RCW 25.15.496 after the payment demand is received; (c) Supply a form for demanding payment; (d) Set a date by which the limited liability company 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 25.15.506 — Washington Code / Title 25 / Chapter 15 / Section 506
RCW 25.15.506: 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 liability company must release any transfer restrictions imposed as permitted by RCW 25.15.496 . (2) If, after releasing transfer restrictions, the proposed merger becomes effective, the limited liability company must send a new dissenters' notice as provided in RCW 25.15.476 (2) and 25.15.486 and repeat the payment demand procedure.
RCW 25.05.265 — Washington Code / Title 25 / Chapter 05 / Section 265
RCW 25.05.265: Statement of dissociation.
Status: in_force

(1) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (2) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of RCW 25.05.110 (2) and (3). (3) For the purposes of RCW 25.05.255 (1)(c) and 25.05.260 (2)(c), a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
RCW 25.05.583 — Washington Code / Title 25 / Chapter 05 / Section 583
RCW 25.05.583: Change of registered agent for service of process.
Status: in_force

A foreign limited liability partnership may change its registered agent for service of process by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430 .
RCW 25.15.161 — Washington Code / Title 25 / Chapter 15 / Section 161
RCW 25.15.161: Manager—Member's rights and duties.
Status: in_force

A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of such person's participation in the limited liability company as a member.
RCW 25.10.081 — Washington Code / Title 25 / Chapter 10 / Section 081
RCW 25.10.081: Effect of partnership agreement—Nonwaivable provisions.
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. (2) A partnership agreement may not: (a) Vary a limited partnership's power under RCW 25.10.031 to sue, be sued, and defend in its own name; (b) Vary the law applicable to a limited partnership under RCW 25.10.041 ; (c) Vary the requirements of RCW 25.10.231 ; (d) Vary the information required under RCW 25.10.091 or unreasonably restrict the right to information under RCW 25.10.331 or 25.10.431 , but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (e) Eliminate the duty of loyalty under RCW 25.10.441 , but the partnership agreement may, if not manifestly unreasonable: (i) Identify specific types or categories of activities that do not violate the duty of loyalty; and (ii) Specify the number or percentage of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (f) Unreasonably reduce the duty of care under RCW 25.10.441 (3); (g) Eliminate the obligation of good faith and fair dealing under RCW 25.10.341 (2) and 25.10.441 (4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (h) Vary the power of a person to dissociate as a general partner under RCW 25.10.526 (1) except to require that the notice under RCW 25.10.521 (1) be in a record; (i) Vary the power of a court to decree dissolution in the circumstances specified in RCW 25.10.576 ; (j) Vary the requirement to wind up the partnership's business as specified in RCW 25.10.581 ; (k) Unreasonably restrict the right to maintain an action under article 10 of this chapter; (l) Restrict the right of a partner under RCW 25.10.796 (1) to approve a conversion or merger or the right of a general partner under RCW 25.10.796 (2) to consent to an amendment to the certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership; or (m) Restrict rights under this chapter of a person other than a partner or a transferee.
RCW 25.15.491 — Washington Code / Title 25 / Chapter 15 / Section 491
RCW 25.15.491: Member—Payment demand—Entitlement.
Status: in_force

(1) A member of a limited liability company who demands payment retains all other rights of a member of such limited liability company until the proposed merger becomes effective. (2) A member of a limited liability company sent a dissenters' notice who does not demand payment by the date set in the dissenters' notice is not entitled to payment for the member's interest in the limited liability company under this article.
RCW 25.15.031 — Washington Code / Title 25 / Chapter 15 / Section 031
RCW 25.15.031: Purpose and powers.
Status: in_force

(1) A limited liability company may be formed under this chapter for any lawful purpose, regardless of whether for profit. (2) Unless this chapter, its certificate of formation, or its limited liability company agreement provides otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on its activities.
RCW 25.15.265 — Washington Code / Title 25 / Chapter 15 / Section 265
RCW 25.15.265: Dissolution.
Status: in_force

A limited liability company is dissolved and its affairs must be wound up upon the first to occur of the following: (1) The dissolution date, if any, specified in the certificate of formation. If a dissolution date is specified in the certificate of formation, the certificate of formation may be amended and the date of dissolution of the limited liability company may be extended by vote of all the members; (2) The happening of events specified in a limited liability company agreement; (3) The written consent of all members; (4) Ninety days following an event of dissociation of the last remaining member, unless those having the rights of transferees in the limited liability company under RCW 25.15.131 (1) have, by the ninetieth day, voted to admit one or more members, voting as though they were members, and in the manner set forth in RCW 25.15.121 (1); (5) The entry of a decree of judicial dissolution under RCW 25.15.274 ; or (6) The administrative dissolution of the limited liability company by the secretary of state under RCW 23.95.610 , unless the limited liability company is reinstated by the secretary of state under RCW 23.95.615 .
RCW 25.10.071 — Washington Code / Title 25 / Chapter 10 / Section 071
RCW 25.10.071: Reservation of name.
Status: in_force

A person may reserve the exclusive right to the use of a limited partnership name in accordance with RCW 23.95.310 .
RCW 25.10.201 — Washington Code / Title 25 / Chapter 10 / Section 201
RCW 25.10.201: Formation of limited partnership—Certificate of limited partnership.
Status: in_force

(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. The certificate of limited partnership must state: (a) The name of the limited partnership, which must comply with Article 3 of chapter 23.95 RCW; (b) The name and street and mailing address of the initial agent for service of process; (c) The name and the street and mailing address of each general partner; (d) Whether the limited partnership is a limited liability limited partnership; and (e) Any additional information required by article 11 of this chapter. (2) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in RCW 25.10.081 (2) in a manner inconsistent with that section. (3) If there has been substantial compliance with subsection (1) of this section, subject to RCW 23.95.210 , a limited partnership is formed when the secretary of state files the certificate of limited partnership. (4) Subject to subsection (2) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger: (a) The partnership agreement prevails as to partners and transferees; and (b) The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
RCW 25.10.016 — Washington Code / Title 25 / Chapter 10 / Section 016
RCW 25.10.016: 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; (c) Has reason to know it exists from all of the facts known to the person at the time in question; or (d) Has notice of it under subsection (3) or (4) of this section. (3) A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (4) of this section, the certificate is not notice of any other fact. (4) A person has notice of: (a) Another person's dissociation as a general partner, ninety days after the effective date of an amendment to the certificate of limited partnership that states that the other person has dissociated or ninety days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first; (b) A limited partnership's dissolution, ninety days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved; (c) A limited partnership's termination, ninety days after the effective date of a statement of termination; (d) A limited partnership's conversion under article 11 of this chapter, ninety days after the effective date of the articles of conversion; or (e) A merger under article 11 of this chapter, ninety days after the effective date of the articles of merger. (5) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. (6) A person receives a notification when the notification: (a) Comes to the person's attention; or (b) Is delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. (7) Except as otherwise provided in subsection (8) 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 for the person 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. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person 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. (8) A general partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.
RCW 25.12.010 — Washington Code / Title 25 / Chapter 12 / Section 010
RCW 25.12.010: Limited partnership may be formed.
Status: in_force

Limited partnerships for the transaction of mercantile, mechanical, or manufacturing business may be formed within this state, by two or more persons, upon the terms and subject to the conditions contained in this chapter.
RCW 25.15.436 — Washington Code / Title 25 / Chapter 15 / Section 436
RCW 25.15.436: Conversion.
Status: in_force

(1) An organization other than a limited liability company may convert into a limited liability company, and a limited liability company may convert into an organization pursuant to this section and RCW 25.15.441 through 25.15.451 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 other organization's 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 the interests, shares, obligations, or other securities of the converted organization or any other organization or into cash or other property in whole or part; and (d) The organizational documents of the converted organization.
RCW 25.05.905 — Washington Code / Title 25 / Chapter 05 / Section 905
RCW 25.05.905: Short title—1998 c 103.
Status: in_force

This chapter may be cited as the Washington revised uniform partnership act.
RCW 25.10.546 — Washington Code / Title 25 / Chapter 10 / Section 546
RCW 25.10.546: Partner's transferable interest.
Status: in_force

The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property. A partner has no interest in specific partnership property.
RCW 25.05.125 — Washington Code / Title 25 / Chapter 05 / Section 125
RCW 25.05.125: Partner's liability.
Status: in_force

(1) Except as otherwise provided in subsections (2), (3), and (4) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner. (3) Except as otherwise provided in subsection (4) of this section, an obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed, in the case of a limited liability partnership in existence on June 11, 1998, and, in the case of a partnership becoming a limited liability partnership after June 11, 1998, immediately before the vote required to become a limited liability partnership under RCW 25.05.500 (1). (4) If the partners of a limited liability partnership or a foreign limited liability partnership are required to be licensed to provide professional services as defined in RCW 18.100.030 , and the partnership fails to maintain for itself and for its members practicing in this state a policy of professional liability insurance, bond, deposit in trust, bank escrow of cash, bank certificates of deposit, United States treasury obligations, bank letter of credit, insurance company 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 such greater amount, not to exceed three million dollars, 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 businesses within the profession or specialty, then the partners shall be personally liable to the extent that, had such insurance, bond, deposit in trust, bank escrow of cash, bank certificates of deposit, United States treasury obligations, bank letter of credit, insurance company bond, or other evidence of responsibility been maintained, it would have covered the liability in question.
RCW 25.10.661 — Washington Code / Title 25 / Chapter 10 / Section 661
RCW 25.10.661: Name of foreign limited partnership.
Status: in_force

The name of a foreign limited partnership registered in this state must comply with the provisions of RCW 23.95.525 and Article 3 of chapter 23.95 RCW.
RCW 25.15.231 — Washington Code / Title 25 / Chapter 15 / Section 231
RCW 25.15.231: Limitations on distribution.
Status: in_force

(1) A limited liability company must not make a distribution in violation of the limited liability company agreement. (2) A limited liability company must not make a distribution to the extent that at the time of the distribution, after giving effect to the distribution (a) the limited liability company would not be able to pay its debts as they became due in the usual course of its activities, or (b) all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited is included in the assets of the limited liability company only to the extent that the fair value of that property exceeds that liability. (3) A limited liability company may base a determination that a distribution is not prohibited under subsection (2) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (4) Except as otherwise provided in subsection (7) of this section, the effect of a distribution under subsection (2) of this section is measured: (a) In the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited liability company, as of the date money or other property is transferred or debt incurred by the limited liability company; and (b) In all other cases, as of the date: (i) The distribution is authorized, if the payment occurs within one hundred twenty days after that date; or (ii) The payment is made, if payment occurs more than one hundred twenty days after the distribution is authorized. (5) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the limited liability company's indebtedness to its general, unsecured creditors. (6) A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (2) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to members under this section. (7) The effect of a distribution of indebtedness under subsection (2) of this section is measured: (a) In the case of a distribution of indebtedness described in subsection (6) of this section, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made; and (b) In the case of a distribution of any other indebtedness, the effect of the distribution is measured as of the date the indebtedness is distributed.
RCW 25.15.361 — Washington Code / Title 25 / Chapter 15 / Section 361
RCW 25.15.361: Service of process on registered foreign limited liability companies.
Status: in_force

Service of process, notice, or demand required or permitted by law to be served on the foreign limited liability company may be made in accordance with RCW 23.95.450 .
RCW 25.05.055 — Washington Code / Title 25 / Chapter 05 / Section 055
RCW 25.05.055: Formation of partnership.
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (2) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter. (3) In determining whether a partnership is formed, the following rules apply: (a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property; (b) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived; and (c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (i) Of a debt by installments or otherwise; (ii) For services as an independent contractor or of wages or other compensation to an employee; (iii) Of rent; (iv) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (v) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or (vi) For the sale of the goodwill of a business or other property by installments or otherwise.
RCW 25.15.336 — Washington Code / Title 25 / Chapter 15 / Section 336
RCW 25.15.336: Amendments to application.
Status: in_force

A registered foreign limited liability company must amend its foreign registration statement under the circumstances provided in RCW 23.95.515 .
RCW 25.05.370 — Washington Code / Title 25 / Chapter 05 / Section 370
RCW 25.05.370: Merger of partnerships.
Status: in_force

(1) One or more domestic partnerships may merge with one or more domestic partnerships, domestic limited partnerships, domestic limited liability companies, or domestic corporations pursuant to a plan of merger approved or adopted as provided in RCW 25.05.375 . (2) The plan of merger must set forth: (a) The name of each partnership, limited liability company, limited partnership, and corporation planning to merge and the name of the surviving partnership, limited liability company, limited partnership, or corporation into which the other partnership, limited liability company, limited partnership, or corporation plans to merge; (b) The terms and conditions of the merger; and (c) The manner and basis of converting the interests of each member of each limited liability company, the partnership interests in each partnership and each limited partnership, and the shares of each corporation party to the merger into the interests, shares, obligations, or other securities of the surviving or any other partnership, limited liability company, limited partnership, or corporation or into cash or other property in whole or part. (3) The plan of merger may set forth: (a) Amendments to the certificate of formation of the surviving limited liability company; (b) Amendments to the certificate of limited partnership of the surviving limited partnership; (c) Amendments to the articles of incorporation of the surviving corporation; and (d) Other provisions relating to the merger. (4) If the plan of merger does not specify a delayed effective date, it shall become effective upon the filing of articles of merger as provided in RCW 23.95.210 . A plan of merger may specify a delayed effective time and date in accordance with RCW 23.95.210 .
RCW 25.12.050 — Washington Code / Title 25 / Chapter 12 / Section 050
RCW 25.12.050: Renewal of limited partnership.
Status: in_force

A limited partnership may be continued or renewed by making, acknowledging, filing, and publishing a certificate thereof, in the manner provided in this chapter for the formation of such partnership originally, and every such partnership, not renewed or continued as herein provided, from and after the expiration thereof according to the original certificate, shall be a general partnership.
RCW 25.10.311 — Washington Code / Title 25 / Chapter 10 / Section 311
RCW 25.10.311: No right or power as limited partner to bind limited partnership.
Status: in_force

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
RCW 25.10.371 — Washington Code / Title 25 / Chapter 10 / Section 371
RCW 25.10.371: Becoming general partner.
Status: in_force

A person becomes a general partner: (1) As provided in the partnership agreement; (2) Under RCW 25.10.571 (3)(b) following the dissociation of a limited partnership's last general partner; (3) As the result of a conversion or merger under article 11 of this chapter; or (4) With the consent of all the partners.
RCW 25.10.496 — Washington Code / Title 25 / Chapter 10 / Section 496
RCW 25.10.496: Limitations on distribution.
Status: in_force

(1) A limited partnership may not make a distribution in violation of the partnership agreement. (2) A limited partnership may not make a distribution to the extent that at the time of the distribution, after giving effect to the distribution: (a) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or (b) The limited partnership's total assets would be less than the sum of its total liabilities other than liabilities to partners on account of their partnership interests and liabilities for which recourse of creditors is limited to specified property of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability. (3) A limited partnership may base a determination that a distribution is not prohibited under subsection (2) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (4) Except as otherwise provided in subsection (7) of this section, the effect of a distribution under subsection (2) of this section is measured: (a) In the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and (b) In all other cases, as of the date: (i) The distribution is authorized, if the payment occurs within one hundred twenty days after that date; or (ii) The payment is made, if payment occurs more than one hundred twenty days after the distribution is authorized. (5) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors. (6) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (2) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section. (7) The effect of a distribution of indebtedness under subsection (2) of this section is measured: (a) In the case of a distribution of indebtedness described in subsection (6) of this section, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made; and (b) In the case of a distribution of any other indebtedness, the effect of the distribution is measured as of the date the indebtedness is distributed.
RCW 25.10.576 — Washington Code / Title 25 / Chapter 10 / Section 576
RCW 25.10.576: Judicial dissolution.
Status: in_force

On application by a partner the Thurston county superior court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
RCW 25.10.466 — Washington Code / Title 25 / Chapter 10 / Section 466
RCW 25.10.466: Liability for contribution.
Status: in_force

(1) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally. (2) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution that has not been made. (3) The obligation of a partner 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 partners. A creditor of a limited partnership that extends credit or otherwise acts in reasonable reliance on an obligation described in subsection (1) of this section, without notice of any compromise under this subsection, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution.
RCW 25.15.391 — Washington Code / Title 25 / Chapter 15 / Section 391
RCW 25.15.391: Proper plaintiff.
Status: in_force

In a derivative action, the plaintiff must be a member at the time of bringing the action and: (1) At the time of the transaction of which the plaintiff complains; or (2) The plaintiff's status as a member had devolved upon the person by operation of law or pursuant to the terms of a limited liability company agreement from a person who was a member at the time of the transaction.
RCW 25.05.530 — Washington Code / Title 25 / Chapter 05 / Section 530
RCW 25.05.530: Change of registered agent for service of process.
Status: in_force

A limited liability partnership may change its registered agent for service of process by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430 .
RCW 25.10.916 — Washington Code / Title 25 / Chapter 10 / Section 916
RCW 25.10.916: Applicable fees, charges, and penalties.
Status: in_force

Limited partnerships are subject to the applicable fees, charges, and penalties adopted by the secretary of state under RCW 23.95.260 and 43.07.120 .
RCW 25.05.460 — Washington Code / Title 25 / Chapter 05 / Section 460
RCW 25.05.460: 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 partnership shall release any transfer restrictions imposed as permitted by RCW 25.05.450 . (2) If, after releasing transfer restrictions, the proposed merger becomes effective, the partnership must send a new dissenters' notice as provided in RCW 25.05.430 (2) and 25.05.440 and repeat the payment demand procedure.
RCW 25.12.060 — Washington Code / Title 25 / Chapter 12 / Section 060
RCW 25.12.060: Name of firm—When special partner liable as general partner.
Status: in_force

The business of the partnership may be conducted under a name in which the names of the general partners only shall be inserted, without the addition of the word "company" or any other general term. If the name of any special partner is used in such firm with his or her consent or privity, he or she shall be deemed and treated as a general partner, or if he or she personally makes any contract respecting the concerns of the partnership with any person except the general partners, he or she shall be deemed and treated as a general partner in relation to such contract, unless he or she makes it appear that in making such contract he or she acted and was recognized as a special partner only.
RCW 25.10.806 — Washington Code / Title 25 / Chapter 10 / Section 806
RCW 25.10.806: Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
Status: in_force

(1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under RCW 25.10.381 ; and (b) At the time the third party enters into the transaction, the third party: (i) Does not have notice of the conversion or merger; and (ii) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (2) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under RCW 25.10.381 if the person had been a general partner; and (b) At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party: (i) Does not have notice of the dissociation; (ii) Does not have notice of the conversion or merger; and (iii) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (3) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (1) or (2) of this section, the person is liable: (a) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and (b) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
RCW 25.10.926 — Washington Code / Title 25 / Chapter 10 / Section 926
RCW 25.10.926: Savings clause.
Status: in_force

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2010.
RCW 25.10.781 — Washington Code / Title 25 / Chapter 10 / Section 781
RCW 25.10.781: Action on plan of merger by constituent limited partnership.
Status: in_force

(1) Subject to RCW 25.10.796 , a plan of merger must be consented to by all the partners of a constituent limited partnership. (2) Subject to RCW 25.10.796 and any contractual rights, after a merger is approved, and at any time before a filing is made under RCW 25.10.786 , a constituent limited partnership 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 consent as was required to approve the plan. (3) 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. (4) If a domestic partnership is a party to the merger, the plan of merger shall be approved as provided in RCW 25.05.375 . (5) If a domestic limited liability company is a party to the merger, the plan of merger shall be approved as provided in RCW 25.15.421 .
RCW 25.05.210 — Washington Code / Title 25 / Chapter 05 / Section 210
RCW 25.05.210: Transfer of partner's transferable interest.
Status: in_force

(1) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (a) Is permissible; (b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (c) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. (2) A transferee of a partner's transferable interest in the partnership has a right: (a) To receive, in accordance with the transfer, allocations of profits and losses of the partnership and distributions to which the transferor would otherwise be entitled; (b) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (c) To seek under RCW 25.05.300 (6) a judicial determination that it is equitable to wind up the partnership business. (3) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. (4) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in profits and losses of the partnership and distributions transferred. (5) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. (6) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.