reglab/housing_qa huggingface dataset:
WA Rev Code § 25.10.581 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.581 - Winding up.

RCW 25.10.581 Winding up.(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.[ 2009 c 188 § 803.]
WA Rev Code § 25.10.586 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.586 - Power of general partner and person dissociated as general partner to bind partnership after dissolution.

RCW 25.10.586 Power of general partner and person dissociated as general partner to bind partnership after dissolution.(1) A limited partnership is bound by a general partner's act after dissolution that:(a) Is appropriate for winding up the limited partnership's activities; or(b) Would have bound the limited partnership under RCW 25.10.381 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:(a) At the time the other party enters into the transaction:(i) Less than two years have passed since the dissociation; and(ii) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and(b) The act:(i) Is appropriate for winding up the limited partnership's activities; or(ii) Would have bound the limited partnership under RCW 25.10.381 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.[ 2009 c 188 § 804.]
WA Rev Code § 25.10.591 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|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.

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.(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.[ 2009 c 188 § 805.]
WA Rev Code § 25.10.596 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.596 - Known claims against dissolved limited partnership.

RCW 25.10.596 Known claims against dissolved limited partnership.(1) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (2) of this section.(2) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:(a) Specify the information required to be included in a claim;(b) Provide a mailing address to which the claim is to be sent;(c) State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant;(d) State that the claim will be barred if not received by the deadline; and(e) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on RCW 25.10.401.(3) A claim against a dissolved limited partnership is barred if the requirements of subsection (2) of this section are met and:(a) The claim is not received by the specified deadline; or(b) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within ninety days after the receipt of the notice of the rejection.(4) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.[ 2009 c 188 § 806.]
WA Rev Code § 25.10.601 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.601 - Other claims against dissolved limited partnership.

RCW 25.10.601 Other claims against dissolved limited partnership.(1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.(2) The notice must:(a) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this state, in the county in which the limited partnership's designated office is or was last located;(b) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;(c) State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within three years after publication of the notice; and(d) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on RCW 25.10.401.(3) If a dissolved limited partnership publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within three years after the publication date of the notice:(a) A claimant that did not receive notice in a record under RCW 25.10.596;(b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.(4) A claim not barred under this section may be enforced:(a) Against the dissolved limited partnership, to the extent of its undistributed assets;(b) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this subsection (4)(b) does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or(c) Against any person liable on the claim under RCW 25.10.401.[ 2009 c 188 § 807.]
WA Rev Code § 25.10.606 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.606 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

RCW 25.10.606 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.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.[ 2009 c 188 § 808.]
WA Rev Code § 25.10.611 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.611 - Administrative dissolution.

RCW 25.10.611 Administrative dissolution.The secretary of state may dissolve a limited partnership administratively under the circumstances and procedures specified in Article 6 of chapter 23.95 RCW.[ 2015 c 176 § 6118; 2009 c 188 § 809.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.616 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.616 - Reinstatement following administrative dissolution.

RCW 25.10.616 Reinstatement following administrative dissolution.A limited partnership that has been administratively dissolved may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615.[ 2015 c 176 § 6119; 2009 c 188 § 810.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.621 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.621 - Disposition of assets—When contributions required.

RCW 25.10.621 Disposition of assets—When contributions required.(1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors including, to the extent permitted by law, partners that are creditors.(2) Any surplus remaining after the limited partnership complies with subsection (1) of this section must be paid in cash as a distribution.(3) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (1) of this section, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:(a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under RCW 25.10.541 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.(b) If a person does not contribute the full amount required under (a) of this subsection with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by (a) of this subsection on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.(c) If a person does not make the additional contribution required by (b) of this subsection, further additional contributions are determined and due in the same manner as provided in (b) of this subsection.(4) A person that makes an additional contribution under subsection (3)(b) or (c) of this section may recover from any person whose failure to contribute under subsection (3)(a) or (b) of this section necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.(5) The estate of a deceased individual is liable for the person's obligations under this section.(6) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (3) of this section.[ 2009 c 188 § 811.]
WA Rev Code § 25.10.641 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.641 - Effect of registration and governing law.

RCW 25.10.641 Effect of registration and governing law.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.[ 2015 c 176 § 6120; 2009 c 188 § 901.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.646 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.646 - Registration with the secretary of state.

RCW 25.10.646 Registration with the secretary of state.Before transacting business in this state, a foreign limited partnership shall register with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.[ 2015 c 176 § 6121; 2009 c 188 § 902.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.651 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.651 - Activities not constituting transacting business.

RCW 25.10.651 Activities not constituting transacting business.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.[ 2015 c 176 § 6122; 2009 c 188 § 903.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.661 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.661 - Name of foreign limited partnership.

RCW 25.10.661 Name of foreign limited partnership.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.[ 2015 c 176 § 6123; 2009 c 188 § 905.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.666 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.666 - Termination of registration.

RCW 25.10.666 Termination of registration.The secretary of state may terminate the registration of a registered foreign limited partnership in accordance with RCW 23.95.550.[ 2015 c 176 § 6124; 2009 c 188 § 906.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.671 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.671 - Withdrawal of registration.

RCW 25.10.671 Withdrawal of registration.In order to withdraw its registration, a foreign limited partnership must deliver to the secretary of state for filing a statement of withdrawal in accordance with RCW 23.95.530.[ 2015 c 176 § 6125; 2009 c 188 § 907.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.701 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.701 - Direct action by partner.

RCW 25.10.701 Direct action by partner.(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.[ 2009 c 188 § 1001.]
WA Rev Code § 25.10.706 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.706 - Derivative action.

RCW 25.10.706 Derivative action.A partner may maintain a derivative action to enforce a right of a limited partnership if:(1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or(2) A demand would be futile.[ 2009 c 188 § 1002.]
WA Rev Code § 25.10.711 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.711 - Proper plaintiff.

RCW 25.10.711 Proper plaintiff.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.[ 2009 c 188 § 1003.]
WA Rev Code § 25.10.716 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.716 - Pleading.

RCW 25.10.716 Pleading.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.[ 2009 c 188 § 1004.]
WA Rev Code § 25.10.721 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.721 - Proceeds and expenses.

RCW 25.10.721 Proceeds and expenses.(1) Except as otherwise provided in subsection (2) of this section:(a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff;(b) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.(2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, from the recovery of the limited partnership.[ 2009 c 188 § 1005.]
WA Rev Code § 25.10.751 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.751 - Definitions.

RCW 25.10.751 Definitions.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.[ 2009 c 188 § 1101.]