2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.011 - Definitions.

RCW 25.10.011
Definitions.
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.
(1) "Certificate of limited partnership" means the certificate required by RCW 25.10.201, including the certificate as amended or restated.
(2) "Contribution," except in the term "right of contribution," means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner.
(3) "Debtor in bankruptcy" means a person that is the subject of:
(a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(b) A comparable order under federal, state, or foreign law governing insolvency.
(4) "Designated office" means the principal office indicated in the limited partnership's most recent annual report, or, if the principal office is not located within this state, the office of the limited partnership's registered agent.
(5) "Distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.
(6) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to RCW 25.10.401(3).
(7) "Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. "Foreign limited partnership" includes a foreign limited liability limited partnership.
(8) "General partner" means:
(a) With respect to a limited partnership, a person that:
(i) Becomes a general partner under RCW 25.10.371; or
(ii) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under RCW 25.10.911 (1) or (2); and
(b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.
(9) "Limited liability limited partnership," except in the term "foreign limited liability limited partnership," means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.
(10) "Limited partner" means:
(a) With respect to a limited partnership, a person that:
(i) Becomes a limited partner under RCW 25.10.301; or
(ii) Was a limited partner in a limited partnership when the limited partnership became subject to this chapter under RCW 25.10.911 (1) or (2); and
(b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.
(11) "Limited partnership," except in the terms "foreign limited partnership" and "foreign limited liability limited partnership," means an entity, having one or more general partners and one or more limited partners, that is formed under this chapter by two or more persons or becomes subject to this chapter under article 11 of this chapter or RCW 25.10.911 (1) or (2). "Limited partnership" includes a limited liability limited partnership.
(12) "Partner" means a limited partner or general partner.
(13) "Partnership agreement" means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. "Partnership agreement" includes the agreement as amended or restated.
(14) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government; governmental subdivision, agency, or instrumentality; or any other legal or commercial entity.
(15) "Person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership.
(16) "Principal office" means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state.
(17) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(18) "Required information" means the information that a limited partnership is required to maintain under RCW 25.10.091.
(19) "Sign" means, with present intent to authenticate or adopt a record:
(a) To execute or adopt a tangible symbol;
(b) To attach to or logically associate with the record an electronic symbol, sound, or process; or
(c) With respect to a record to be filed with the secretary of state, to comply with the standard for filing with the office of the secretary of state as prescribed by the secretary of state.
(20) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(21) "Tangible medium" means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material.
(22) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.
(23) "Transferable interest" means a partner's right to receive distributions.
(24) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
[ 2022 c 42 § 201; 2020 c 57 § 81; 2015 c 176 § 6101; 2009 c 188 § 102.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.