reglab/housing_qa huggingface dataset:
WA Rev Code § 25.05.380 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.380 - Articles of merger—Filing.

RCW 25.05.380 Articles of merger—Filing.(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.[ 2015 c 188 § 114; 1998 c 103 § 907.]NOTES:Effective date—2015 c 188: See RCW 25.15.903.
WA Rev Code § 25.05.390 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.390 - Merger—Foreign and domestic.

RCW 25.05.390 Merger—Foreign and domestic.(1) One or more foreign partnerships, foreign limited liability companies, foreign limited partnerships, and foreign corporations may merge with one or more domestic partnerships, domestic limited liability companies, domestic limited partnerships, or domestic corporations if:(a) The merger is permitted by the law of the jurisdiction under which each foreign partnership was organized, each foreign limited liability company was formed, each foreign limited partnership was organized, and each foreign corporation was incorporated, and each foreign partnership, foreign limited liability company, foreign limited partnership, and foreign corporation complies with that law in effecting the merger;(b) The surviving entity complies with RCW 25.05.380;(c) Each domestic limited liability company complies with RCW 25.15.421;(d) Each domestic limited partnership complies with RCW 25.10.781; and(e) Each domestic corporation complies with RCW 23B.11.080.(2) Upon the merger taking effect, a surviving foreign limited liability company, limited partnership, or corporation may be served with process in accordance with RCW 23.95.450 in a proceeding to enforce any obligation or the rights of dissenting members, partners, or shareholders of each domestic limited liability company, domestic limited partnership, or domestic corporation party to the merger.[ 2015 c 188 § 116; 2015 c 176 § 5107; 2009 c 188 § 1408; 1998 c 103 § 909.]NOTES:Reviser's note: This section was amended by 2015 c 176 § 5107 and by 2015 c 188 § 116, each without reference to the other. Both amendments are incorporated in the publication of this section under RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).Effective date—2015 c 188: See RCW 25.15.903.Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Effective date—2009 c 188: See note following RCW 23B.11.080.
WA Rev Code § 25.05.395 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.395 - Nonexclusive.

RCW 25.05.395 Nonexclusive.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.[ 1998 c 103 § 910.]
WA Rev Code § 25.05.420 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.420 - Definitions.

RCW 25.05.420 Definitions.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.[ 1998 c 103 § 1001.]
WA Rev Code § 25.05.425 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.425 - Partner—Dissent—Payment of fair value.

RCW 25.05.425 Partner—Dissent—Payment of fair value.(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.[ 2015 c 188 § 117; 2009 c 188 § 1409; 1998 c 103 § 1002.]NOTES:Effective date—2015 c 188: See RCW 25.15.903.Effective date—2009 c 188: See note following RCW 23B.11.080.
WA Rev Code § 25.05.430 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.430 - Dissenters' rights—Notice—Timing.

RCW 25.05.430 Dissenters' rights—Notice—Timing.(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.[ 1998 c 103 § 1003.]
WA Rev Code § 25.05.435 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.435 - Partner—Dissent—Voting restriction.

RCW 25.05.435 Partner—Dissent—Voting restriction.A partner of a partnership who is entitled to vote on or approve the plan of merger and who wishes to assert dissenters' rights must not vote in favor of or approve the plan of merger. A partner who does not satisfy the requirements of this section is not entitled to payment for the partner's interest in the partnership under this article.[ 1998 c 103 § 1004.]
WA Rev Code § 25.05.440 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.440 - Partners—Dissenters' notice—Requirements.

RCW 25.05.440 Partners—Dissenters' notice—Requirements.(1) If the plan of merger is approved, the partnership shall deliver a written dissenters' notice to all partners who satisfied the requirements of RCW 25.05.435.(2) The dissenters' notice required by RCW 25.05.430(2) or by subsection (1) of this section must be sent within ten days after the approval of the plan of merger, and must:(a) State where the payment demand must be sent;(b) Inform partners as to the extent transfer of the partner's interest in the partnership will be restricted as permitted by RCW 25.05.450 after the payment demand is received;(c) Supply a form for demanding payment;(d) Set a date by which the partnership must receive the payment demand, which date may not be fewer than thirty nor more than sixty days after the date the notice under this section is delivered; and(e) Be accompanied by a copy of this article.[ 1998 c 103 § 1005.]
WA Rev Code § 25.05.445 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.445 - Partner—Payment demand—Entitlement.

RCW 25.05.445 Partner—Payment demand—Entitlement.(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.[ 1998 c 103 § 1006.]
WA Rev Code § 25.05.450 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.450 - Partners' interests—Transfer restriction.

RCW 25.05.450 Partners' interests—Transfer restriction.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.[ 1998 c 103 § 1007.]
WA Rev Code § 25.05.455 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.455 - Payment of fair value—Requirements for compliance.

RCW 25.05.455 Payment of fair value—Requirements for compliance.(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.[ 1998 c 103 § 1008.]
WA Rev Code § 25.05.460 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.460 - Merger—Not effective within sixty days—Transfer restrictions.

RCW 25.05.460 Merger—Not effective within sixty days—Transfer restrictions.(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.[ 1998 c 103 § 1009.]
WA Rev Code § 25.05.465 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.465 - Dissenter's estimate of fair value—Notice.

RCW 25.05.465 Dissenter's estimate of fair value—Notice.(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.[ 1998 c 103 § 1010.]
WA Rev Code § 25.05.470 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.470 - Unsettled demand for payment—Proceeding—Parties—Appraisers.

RCW 25.05.470 Unsettled demand for payment—Proceeding—Parties—Appraisers.(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.[ 1998 c 103 § 1011.]
WA Rev Code § 25.05.475 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.475 - Unsettled demand for payment—Costs—Fees and expenses of counsel.

RCW 25.05.475 Unsettled demand for payment—Costs—Fees and expenses of counsel.(1) The court in a proceeding commenced under RCW 25.05.470 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the partnership, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment.(2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:(a) Against the partnership and in favor of any or all dissenters if the court finds the partnership did not substantially comply with the requirements of this article; or(b) Against either the partnership or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.(3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the partnership, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.[ 1998 c 103 § 1012.]
WA Rev Code § 25.05.505 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.505 - Name.

RCW 25.05.505 Name.The name of a limited liability partnership must comply with Article 3 of chapter 23.95 RCW.[ 2015 c 176 § 5109; 1998 c 103 § 1102.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.05.510 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.510 - Rendering professional services.

RCW 25.05.510 Rendering professional services.(1) A person or group of persons licensed or otherwise legally authorized to render professional services, as defined in RCW 18.100.030, within this state may organize and become a member or members of a limited liability partnership under the provisions of this chapter for the purposes of rendering professional service. Nothing in this section prohibits a person duly licensed or otherwise legally authorized to render professional services in any jurisdiction other than this state from becoming a member of a limited liability partnership organized for the purpose of rendering the same professional services. Nothing in this section prohibits a limited liability partnership from rendering professional services outside this state through individuals who are not duly licensed or otherwise legally authorized to render such professional services within this state.(2)(a) Notwithstanding any other provision of this chapter, health care professionals who are licensed or certified pursuant to chapters 18.06, 18.225, 18.22, 18.25, 18.29, 18.34, 18.35, 18.36A, 18.50, 18.53, 18.55, 18.64, 18.79, 18.83, 18.89, 18.108, and 18.138 RCW may join and render their individual professional services through one limited liability partnership and are to be considered, for the purpose of forming a limited liability partnership, as rendering the "same specific professional services" or "same professional services" or similar terms.(b) Notwithstanding any other provision of this chapter, health care professionals who are licensed pursuant to chapters 18.57 and 18.71 RCW may join and render their individual professional services through one limited liability partnership and are to be considered, for the purpose of forming a limited liability partnership, as rendering the "same specific professional services" or "same professional services" or similar terms.(c) Formation of a limited liability partnership under this subsection does not restrict the application of the uniform disciplinary act under chapter 18.130 RCW, or any applicable health care professional statutes under Title 18 RCW, including but not limited to restrictions on persons practicing a health profession without being appropriately credentialed and persons practicing beyond the scope of their credential.[ 2001 c 251 § 31; 1998 c 103 § 1103.]NOTES:Severability—2001 c 251: See RCW 18.225.900.
WA Rev Code § 25.05.530 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.530 - Change of registered agent for service of process.

RCW 25.05.530 Change of registered agent for service of process.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.[ 2015 c 176 § 5110; 2009 c 437 § 5.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.05.533 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.533 - Resignation of registered agent for service of process.

RCW 25.05.533 Resignation of registered agent for service of process.A registered agent for service of process of a limited liability partnership may resign as agent by delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445.[ 2015 c 176 § 5111; 2009 c 437 § 6.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.05.536 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.536 - Service of process.

RCW 25.05.536 Service of process.Service of any process, notice, or demand required or permitted by law to be served upon the limited liability partnership may be made in accordance with RCW 23.95.450.[ 2015 c 176 § 5112; 2009 c 437 § 7.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.05.550 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.550 - Foreign limited liability partnership—Effect of registration and governing law.

RCW 25.05.550 Foreign limited liability partnership—Effect of registration and governing law.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.[ 2015 c 176 § 5113; 1998 c 103 § 1201.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.05.555 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.555 - Registration requirement.

RCW 25.05.555 Registration requirement.Before transacting business in this state, a foreign limited liability partnership must register with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.[ 2015 c 176 § 5114; 1998 c 103 § 1202.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.