reglab/housing_qa huggingface dataset:
WA Rev Code § 25.10.756 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.756 - Conversion.

RCW 25.10.756 Conversion.(1) An organization other than a limited partnership may convert into a limited partnership, and a limited partnership may convert into another organization pursuant to this section and RCW 25.10.761 through 25.10.771 and a plan of conversion, if:(a) The other organization's governing statute authorizes the conversion;(b) The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and(c) The other organization complies with its governing statute in effecting the conversion.(2) A plan of conversion must be in a record and must include:(a) The name and form of the organization before conversion;(b) The name and form of the organization after conversion;(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and(d) The organizational documents of the converted organization.[ 2009 c 188 § 1102.]
WA Rev Code § 25.10.761 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.761 - Action on plan of conversion by converting limited partnership.

RCW 25.10.761 Action on plan of conversion by converting limited partnership.(1) Subject to RCW 25.10.796, a plan of conversion must be consented to by all the partners of a converting limited partnership.(2) Subject to RCW 25.10.796 and any contractual rights, after a conversion is approved, and at any time before a filing is made under RCW 25.10.766, a converting limited partnership may amend the plan or abandon the planned conversion:(a) As provided in the plan; and(b) Except as prohibited by the plan, by the same consent as was required to approve the plan.[ 2009 c 188 § 1103.]
WA Rev Code § 25.10.766 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.766 - Filings required for conversion—Effective date.

RCW 25.10.766 Filings required for conversion—Effective date.(1) After a plan of conversion is approved:(a) A converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include:(i) A statement that the limited partnership has been converted into another organization;(ii) The name and form of the organization and the jurisdiction of its governing statute;(iii) The date the conversion is effective under the governing statute of the converted organization;(iv) A statement that the conversion was approved as required by this chapter;(v) A statement that the conversion was approved as required by the governing statute of the converted organization; and(vi) If the converted organization is a foreign organization not registered to transact business in this state, the street and mailing address of the organization's principal office that may be used for service of process under RCW 23.95.450; and(b) If the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by RCW 25.10.201:(i) A statement that the limited partnership was converted from another organization;(ii) The name and form of the organization and the jurisdiction of its governing statute; and(iii) A statement that the conversion was approved in a manner that complied with the organization's governing statute.(2) A conversion becomes effective:(a) If the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and(b) If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.[ 2015 c 176 § 6126; 2009 c 188 § 1104.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.771 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.771 - Effect of conversion.

RCW 25.10.771 Effect of conversion.(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) All property owned by the converting organization remains vested in the converted organization;(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and(f) Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of article 8 of this chapter.(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not registered to transact business in this state may be served with process pursuant to RCW 23.95.450 for purposes of enforcing an obligation under this subsection.[ 2015 c 176 § 6127; 2009 c 188 § 1105.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.776 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.776 - Merger.

RCW 25.10.776 Merger.(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.[ 2009 c 188 § 1106.]
WA Rev Code § 25.10.781 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.781 - Action on plan of merger by constituent limited partnership.

RCW 25.10.781 Action on plan of merger by constituent limited partnership.(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.[ 2015 c 188 § 118; 2009 c 188 § 1107.]NOTES:Effective date—2015 c 188: See RCW 25.15.903.
WA Rev Code § 25.10.786 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.786 - Filings required for merger—Effective date.

RCW 25.10.786 Filings required for merger—Effective date.(1) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:(a) Each constituent limited partnership, by each general partner listed in the certificate of limited partnership; and(b) Each other constituent organization, by an authorized representative.(2) The articles of merger must include:(a) The name and form of each constituent organization and the jurisdiction of its governing statute;(b) The name and form of the surviving organization and the jurisdiction of its governing statute;(c) The date the merger is effective under the governing statute of the surviving organization;(d) Any amendments provided for in the plan of merger for the organizational document that created the surviving organization;(e) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;(f) If the surviving organization is a foreign organization not registered to transact business in this state, the street and mailing address of the organization's principal office that may be used for service of process under RCW 23.95.450; and(g) Any additional information required by the governing statute of any constituent organization.(3) Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.(4) A merger becomes effective under this article:(a) If the surviving organization is a limited partnership, upon the later of:(i) Compliance with subsection (3) of this section; or(ii) Subject to RCW 25.10.251(2), as specified in the articles of merger; or(b) If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.[ 2015 c 176 § 6128; 2009 c 188 § 1108.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.791 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.791 - Effect of merger.

RCW 25.10.791 Effect of merger.(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) All property owned by each constituent organization that ceases to exist vests in the surviving organization;(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.[ 2015 c 176 § 6129; 2009 c 188 § 1109.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.10.796 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.796 - Restrictions on approval of conversions and mergers and on relinquishing LLLP status.

RCW 25.10.796 Restrictions on approval of conversions and mergers and on relinquishing LLLP status.(1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:(a) The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and(b) The partner has consented to the provision of the partnership agreement.(2) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:(a) The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and(b) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.(3) A partner does not give the consent required by subsection (1) or (2) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.[ 2009 c 188 § 1110.]
WA Rev Code § 25.10.806 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.806 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

RCW 25.10.806 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.(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.[ 2009 c 188 § 1112.]
WA Rev Code § 25.10.811 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.811 - Article not exclusive.

RCW 25.10.811 Article not exclusive.This article does not preclude an entity from being converted or merged under other law.[ 2009 c 188 § 1113.]
WA Rev Code § 25.10.831 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.831 - Definitions.

RCW 25.10.831 Definitions.In this article:(1) "Dissenter" means a partner who is entitled to dissent from a plan of merger and who exercises that right when and in the manner required by this article.(2) "Fair value," with respect to a dissenter's partnership interest, means the value of the partnership interest immediately before the effectuation of the merger to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the merger unless exclusion would be inequitable.(3) "Interest" means interest from the effective date of the merger until the date of payment, at the average rate currently paid by the limited partnership on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.(4) "Limited partnership" means the domestic limited partnership in which the dissenter holds or held a partnership interest, or the surviving organization, whether foreign or domestic, of that limited partnership.[ 2009 c 188 § 1201.]NOTES:Reviser's note: The definitions in this section have been alphabetized pursuant to RCW 1.08.015(2)(k).
WA Rev Code § 25.10.836 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.836 - Partner—Dissent—Payment of fair value.

RCW 25.10.836 Partner—Dissent—Payment of fair value.(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.[ 2009 c 188 § 1202.]
WA Rev Code § 25.10.841 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.841 - Dissenters' rights—Notice—Timing.

RCW 25.10.841 Dissenters' rights—Notice—Timing.(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.[ 2009 c 188 § 1203.]
WA Rev Code § 25.10.846 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.846 - Partner—Dissent—Voting restriction.

RCW 25.10.846 Partner—Dissent—Voting restriction.A partner who is entitled to vote on or approve the plan of merger and who wishes to assert dissenters' rights must not vote in favor of or approve the plan of merger. A partner who does not satisfy the requirements of this section is not entitled to payment for the partner's interest under this article.[ 2009 c 188 § 1204.]
WA Rev Code § 25.10.851 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.851 - Partners—Dissenters' notice—Requirements.

RCW 25.10.851 Partners—Dissenters' notice—Requirements.(1) If the plan of merger is approved, the limited partnership shall deliver a written dissenters' notice to all partners who satisfied the requirements of RCW 25.10.846.(2) The dissenters' notice required by RCW 25.10.841(2) or by subsection (1) of this section must be sent within ten days after the approval of the plan of merger, and must:(a) State where the payment demand must be sent;(b) Inform holders of the partnership interest as to the extent transfer of the partnership interest will be restricted as permitted by RCW 25.10.861 after the payment demand is received;(c) Supply a form for demanding payment;(d) Set a date by which the limited partnership must receive the payment demand, which date may not be fewer than thirty nor more than sixty days after the date the notice under this section is delivered; and(e) Be accompanied by a copy of this article.[ 2009 c 188 § 1205.]
WA Rev Code § 25.10.856 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.856 - Partner—Payment demand—Entitlement.

RCW 25.10.856 Partner—Payment demand—Entitlement.(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.[ 2009 c 188 § 1206.]
WA Rev Code § 25.10.861 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.861 - Partnership interests—Transfer restrictions.

RCW 25.10.861 Partnership interests—Transfer restrictions.The limited partnership may restrict the transfer of partnership interests from the date the demand for their payment is received until the proposed merger becomes effective or the restriction is released under this article.[ 2009 c 188 § 1207.]
WA Rev Code § 25.10.866 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.10 - Uniform Limited Partnership Act.|25.10.866 - Payment of fair value—Requirements for compliance.

RCW 25.10.866 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 limited partnership shall pay each dissenter who complied with RCW 25.10.856 the amount the limited partnership estimates to be the fair value of the partnership interest, plus accrued interest.(2) The payment must be accompanied by:(a) Copies of any financial statements for the most recent fiscal year maintained as required by RCW 25.10.091;(b) An explanation of how the limited partnership estimated the fair value of the partnership interest;(c) An explanation of how the accrued interest was calculated;(d) A statement of the dissenter's right to demand payment; and(e) A copy of this article.[ 2009 c 188 § 1208.]