reglab/statecodes huggingface dataset:
2023 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.]
2023 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).
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.871 - Merger—Not effective within sixty days—Transfer restrictions.

RCW 25.10.871
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 limited partnership shall release any transfer restrictions imposed as permitted by RCW 25.10.861.
(2) If, after releasing transfer restrictions, the proposed merger becomes effective, the limited partnership must send a new dissenters' notice as provided in RCW 25.10.841(2) and 25.10.851 and repeat the payment demand procedure.
[ 2009 c 188 § 1209.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.876 - Dissenter's estimate of fair value—Notice.

RCW 25.10.876
Dissenter's estimate of fair value—Notice.
(1) A dissenter may notify the limited partnership in writing of the dissenter's own estimate of the fair value of the dissenter's partnership interest and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RCW 25.10.866; if:
(a) The dissenter believes that the amount paid is less than the fair value of the dissenter's partnership interest or that the interest due is incorrectly calculated;
(b) The limited partnership fails to make payment within sixty days after the date set for demanding payment; or
(c) The limited partnership, having failed to effectuate the proposed merger, does not release the transfer restrictions imposed on partnership interests as permitted by RCW 25.10.861 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 limited partnership of the dissenter's demand in writing under subsection (1)(a) of this section within thirty days after the limited partnership made payment for the dissenter's partnership interest.
[ 2009 c 188 § 1210.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.881 - Unsettled demand for payment—Proceeding—Parties—Appraisers.

RCW 25.10.881
Unsettled demand for payment—Proceeding—Parties—Appraisers.
(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.
[ 2009 c 188 § 1211.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.886 - Unsettled demand for payment—Costs, fees, and expenses of counsel.

RCW 25.10.886
Unsettled demand for payment—Costs, fees, and expenses of counsel.
(1) The court in a proceeding commenced under RCW 25.10.881 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 limited 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 limited partnership and in favor of any or all dissenters if the court finds the limited partnership did not substantially comply with the requirements of this article; or
(b) Against either the limited 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 limited partnership, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.
[ 2009 c 188 § 1212.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.901 - Uniformity of application and construction.

RCW 25.10.901
Uniformity of application and construction.
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.
[ 2009 c 188 § 1301.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.906 - Relation to electronic signatures in global and national commerce act.

RCW 25.10.906
Relation to electronic signatures in global and national commerce act.
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.
[ 2009 c 188 § 1303.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.911 - Application to existing relationships.

RCW 25.10.911
Application to existing relationships.
(1) Before July 1, 2010, this chapter governs only:
(a) A limited partnership formed on or after January 1, 2010; and
(b) Except as otherwise provided in subsections (3) and (4) of this section, a limited partnership formed before January 1, 2010, that elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(2) Except as otherwise provided in subsection (3) of this section, on and after July 1, 2010, this chapter governs all limited partnerships.
(3) With respect to a limited partnership formed before January 1, 2010, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(a) RCW 25.10.021(3) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2010.
(b) The limited partnership is not required to amend its certificate of limited partnership to comply with RCW 25.10.201(1)(d).
(c) RCW 25.10.511 and 25.10.516 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2010.
(d) RCW 25.10.521(4) does not apply.
(e) RCW 25.10.521(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2010.
(f) RCW 25.10.571(3) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2010.
(4) With respect to a limited partnership that elects pursuant to subsection (1)(b) of this section to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply:
(a) Before July 1, 2010, to:
(i) A third party that had not done business with the limited partnership in the year before the election took effect; and
(ii) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
(b) On and after July 1, 2010, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under (a)(ii) of this subsection.
[ 2009 c 188 § 1306.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.916 - Applicable fees, charges, and penalties.

RCW 25.10.916
Applicable fees, charges, and penalties.
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.
[ 2015 c 176 § 6130; 2009 c 188 § 1307.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.921 - Authority to adopt rules.

RCW 25.10.921
Authority to adopt rules.
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.
[ 2009 c 188 § 1308.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.926 - Savings clause.

RCW 25.10.926
Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2010.
[ 2009 c 188 § 1309.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.005 - Application of chapter.

RCW 25.12.005
Application of chapter.
The provisions of this chapter shall apply only to those limited partnerships which were in existence on or prior to June 6, 1945 and which have not become a limited partnership under *chapter 25.08 RCW.
[ 1955 c 15 § 25.12.005.]
NOTES:
*Reviser's note: Chapter 25.08 RCW was repealed in its entirety by 1981 c 51 § 72; later enactment, see chapter 25.10 RCW.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.010 - Limited partnership may be formed.

RCW 25.12.010
Limited partnership may be formed.
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.
[ 1955 c 15 § 25.12.010. Prior: 1869 p 380 § 1; RRS § 9966.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.020 - Of whom composed—Liability of members.

RCW 25.12.020
Of whom composed—Liability of members.
A limited partnership may consist of two or more persons, who are known and called general partners, and are jointly liable as general partners now are by law, and of two or more persons who shall contribute to the common stock a specific sum in actual money as capital, and are known and called special partners, and are not personally liable for any of the debts of the partnership, except as in this chapter specially provided.
[ 1955 c 15 § 25.12.020. Prior: 1927 c 106 § 1; 1869 p 380 § 2; RRS § 9967.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.030 - Certificate to be made, acknowledged and filed.

RCW 25.12.030
Certificate to be made, acknowledged and filed.
The persons forming such partnership shall make and severally subscribe a certificate, in duplicate, and file one of such certificates with the county auditor of the county in which the principal place of business of the partnership is to be. Before being filed, the execution of such certificate shall be acknowledged by each partner subscribing it before some officer authorized to take acknowledgments of deeds; and such certificate shall contain the name assumed by the partnership and under which its business is to be conducted, the names and respective places of residence of all the general and special partners, the amount of capital which each special partner has contributed to the common stock, the general nature of the business to be transacted, and the time when the partnership is to commence, and when it is to terminate.
[ 1955 c 15 § 25.12.030. Prior: 1869 p 380 § 3; RRS § 9968.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.040 - Certificate of partnership—Publication.

RCW 25.12.040
Certificate of partnership—Publication.
The partnership cannot commence before the filing of the certificate of partnership, and if a false statement is made in the certificate, all the persons subscribing thereto are liable as general partners for all the debts of the partnership. The partners shall, for four consecutive weeks immediately after the filing of the certificate of partnership, publish a copy of it in some newspaper of general circulation in the county where the principal place of business of the partnership is, and until the publication is made and completed, the partnership is to be deemed general.
[ 1985 c 469 § 12; 1955 c 15 § 25.12.040. Prior: 1869 p 380 § 4; RRS § 9969.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.050 - Renewal of limited partnership.

RCW 25.12.050
Renewal of limited partnership.
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.
[ 1955 c 15 § 25.12.050. Prior: 1869 p 381 § 5; RRS § 9970.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.060 - Name of firm—When special partner liable as general partner.

RCW 25.12.060
Name of firm—When special partner liable as general partner.
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.
[ 2011 c 336 § 683; 1955 c 15 § 25.12.060. Prior: 1869 p 381 § 6; RRS § 9971.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.070 - Withdrawal of stock and profits—Effect.

RCW 25.12.070
Withdrawal of stock and profits—Effect.
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.
[ 1955 c 15 § 25.12.070. Prior: 1869 p 381 § 7; RRS § 9972.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.080 - Suits by and against limited partnership—Parties.

RCW 25.12.080
Suits by and against limited partnership—Parties.
All actions, suits or proceedings respecting the business of such partnership shall be prosecuted by and against the general partners only, except in those cases where special partners or partnerships are to be deemed general partners or partnerships, in which case all the partners deemed general partners may join therein; and excepting also those cases where special partners are severally liable on account of sums or amounts received or withdrawn from the capital stock as provided in RCW 25.12.070.
[ 1955 c 15 § 25.12.080. Prior: 1869 p 381 § 8; RRS § 9973.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.090 - Dissolution, how accomplished.

RCW 25.12.090
Dissolution, how accomplished.
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.
[ 1955 c 15 § 25.12.090. Prior: 1869 p 382 § 9; RRS § 9974.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.12 - Limited Partnerships Existing Prior to June 6, 1945. › 25.12.100 - Liabilities and rights of members of firm.

RCW 25.12.100
Liabilities and rights of members of firm.
In all cases not otherwise provided for in this chapter, all the members of limited partnerships shall be subject to all the liabilities and entitled to all the rights of general partners.
[ 1955 c 15 § 25.12.100. Prior: 1869 p 382 § 10; RRS § 9975.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.011 - Name of limited liability company.

RCW 25.15.011
Name of limited liability company.
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.
[ 2015 c 176 § 7101; 2015 c 188 § 3.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.016 - Reserved name.

RCW 25.15.016
Reserved name.
(1) Reserved Name—Domestic Limited Liability Company. A person may reserve the exclusive use of a limited liability company name by delivering an application to the secretary of state for filing in accordance with RCW 23.95.310.
(2) Reserved Name—Foreign Limited Liability Company. A foreign limited liability company may reserve its name by delivering to the secretary of state for filing an application in accordance with RCW 23.95.315.
[ 2015 c 176 § 7102; 2015 c 188 § 4.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.018 - Effect of limited liability company agreement—Nonwaivable provisions.

RCW 25.15.018
Effect of limited liability company agreement—Nonwaivable provisions.
(1) Except as otherwise provided in subsections (2) and (3) of this section, the limited liability company agreement governs:
(a) Relations among the members as members and between the members and the limited liability company; and
(b) The rights and duties under this chapter of a person in the capacity of manager.
(2) To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection (1) of this section, this chapter governs the matter.
(3) A limited liability company agreement may not:
(a) Vary a limited liability company's power under RCW 25.15.031 to sue, be sued, and defend in its own name;
(b) Vary the law applicable to a limited liability company under RCW 25.15.033;
(c) Eliminate or limit the duties of a member or manager in a manner prohibited by RCW 25.15.038(6);
(d) Eliminate or limit the liability of a member or manager in a manner prohibited by RCW 25.15.038(7);
(e) Indemnify a member or manager in a manner prohibited by RCW 25.15.041;
(f) Vary the requirements of RCW 25.15.086;
(g) Vary the records required under RCW 25.15.136(1) or unreasonably restrict the right to records or information under RCW 25.15.136;
(h) Vary the power of a manager to resign under RCW 25.15.176;
(i) Vary the requirements of RCW 25.15.231;
(j) Eliminate or limit the liability of a member, manager, or transferee under RCW 25.15.236;
(k) Vary the power of a court to decree dissolution in the circumstances specified in RCW 25.15.274;
(l) Vary the requirement to wind up the limited liability company's business as specified in RCW 25.15.297 (1), (2), (4), and (5);
(m) Unreasonably restrict the right to maintain an action under Article X of this chapter;
(n) Restrict the right of a member that will have personal liability with respect to a surviving or converted organization to approve a merger or conversion under RCW 25.15.456; or
(o) Restrict the rights under this chapter of a person other than a member, a transferee, or a manager.
[ 2015 c 188 § 5.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.021 - Registered agent.

RCW 25.15.021
Registered agent.
(1) Each limited liability company shall continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
(2) A limited liability company may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430.
(3) A registered agent may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440.
(4) A registered agent may resign as agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445.
[ 2015 c 176 § 7103; 2015 c 188 § 6.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.026 - Service of process, notice, or demand.

RCW 25.15.026
Service of process, notice, or demand.
Service of process, notice, or demand required or permitted by law to be served on the limited liability company may be made in accordance with RCW 23.95.450.
[ 2015 c 176 § 7104; 2015 c 188 § 7.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.031 - Purpose and powers.

RCW 25.15.031
Purpose and powers.
(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.
[ 2015 c 188 § 8.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.033 - Law of this state governs.

RCW 25.15.033
Law of this state governs.
The law of this state governs:
(1) The internal affairs of a limited liability company; and
(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
[ 2015 c 188 § 9.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.036 - Business transactions of member or manager with the limited liability company.

RCW 25.15.036
Business transactions of member or manager with the limited liability company.
A member or manager may lend money to and transact other business with a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to the loan or other transaction as a person who is not a member or manager.
[ 2015 c 188 § 10.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.041 - Indemnification.

RCW 25.15.041
Indemnification.
(1) A limited liability company may indemnify any member or manager from and against any judgments, settlements, penalties, fines, or expenses incurred in a proceeding or obligate itself to advance or reimburse expenses incurred in a proceeding to which a person is a party because such person is, or was, a member or a manager, provided that no such indemnity shall indemnify a member or a manager from or on account of acts or omissions of the member or manager finally adjudged to be intentional misconduct or a knowing violation of law by the member or manager, or conduct of the member or manager adjudged to be in violation of RCW 25.15.231.
(2) A limited liability company may indemnify and advance expenses under subsection (1) of this section to an officer, employee, or agent of the limited liability company who is not a member or manager to the same extent as to a member or manager.
(3) For purposes of this section:
(a) "Expenses" include counsel fees.
(b) "Party" includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(c) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
[ 2015 c 188 § 12.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.048 - Professional limited liability company—Licensing.

RCW 25.15.048
Professional limited liability company—Licensing.
(1) No limited liability company formed under this chapter may render professional services except through a person or persons who are duly licensed or otherwise legally authorized to render such professional services within this state. However, this chapter does not:
(a) Prohibit 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 professional limited liability company formed in this state for the purpose of rendering the same professional services; or
(b) Prohibit a professional limited liability company from rendering services outside this state through individuals who are not duly licensed or otherwise legally authorized to render professional services within this state.
(2) Persons engaged in a profession and otherwise meeting the requirements of this chapter may operate under this chapter as a professional limited liability company so long as each member personally engaged in the practice of the profession in this state is duly licensed or otherwise legally authorized to practice the profession in this state and:
(a) At least one manager of the limited liability company is duly licensed or otherwise legally authorized to practice the profession in this state; or
(b) A member is in charge of each office of the limited liability company in this state and that member is duly licensed or otherwise legally authorized to practice the profession in this state.
[ 2015 c 188 § 14.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.051 - Foreign professional limited liability company.

RCW 25.15.051
Foreign professional limited liability company.
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.
[ 2015 c 188 § 15.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.061 - Piercing the veil.

RCW 25.15.061
Piercing the veil.
Members of a limited liability company are personally liable for any act, debt, obligation, or liability of the limited liability company to the extent that shareholders of a Washington business corporation would be liable in analogous circumstances. In this regard, the court may consider the factors and policies set forth in established case law with regard to piercing the corporate veil, except that the failure to hold meetings of members or managers or the failure to observe formalities pertaining to the calling or conduct of meetings is not a factor tending to establish that the members have personal liability for any act, debt, obligation, or liability of the limited liability company if the certificate of formation and limited liability company agreement do not expressly require the holding of meetings of members or managers.
[ 2015 c 188 § 17.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.071 - Formation—Certificate of formation.

RCW 25.15.071
Formation—Certificate of formation.
(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.
[ 2015 c 176 § 7106; 2015 c 188 § 18.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.076 - Amendment to certificate of formation.

RCW 25.15.076
Amendment to certificate of formation.
(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.
[ 2015 c 176 § 7107; 2015 c 188 § 19.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.081 - Restated certificate.

RCW 25.15.081
Restated certificate.
(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative as a result of there having been filed with the secretary of state one or more certificates or other instruments pursuant to any of the sections referred to in this chapter and it may at the same time also further amend its certificate of formation by delivering a restated certificate of formation to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
(2) A restated certificate of formation must state, either in its heading or in an introductory paragraph, the limited liability company's name and, if it is not to be effective upon filing, the future effective date or time, which must comply with RCW 23.95.210. If a restated certificate only restates and integrates and does not further amend a limited liability company's certificate of formation as amended or supplemented, it must state that fact as well.
(3) Upon the filing of a restated certificate of formation by the secretary of state, or upon the future effective date or time of a restated certificate of formation as provided for, the initial certificate of formation, as amended or supplemented, is superseded; and the restated certificate of formation, including any further amendment or changes made thereby, is thereafter the certificate of formation of the limited liability company, but the original effective date of formation remains unchanged.
(4) Any amendment or change effected in connection with the restatement of the certificate of formation is subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
[ 2015 c 176 § 7108; 2015 c 188 § 20.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.15 - Limited Liability Companies. › 25.15.086 - Execution.

RCW 25.15.086
Execution.
Each record required or permitted by this chapter to be filed in the office of the secretary of state must comply with the requirements of Article 2 of chapter 23.95 RCW and must be executed in the following manner:
(1) Each original certificate of formation must be executed by the person or persons forming the limited liability company;
(2) A reservation of name may be executed by any person;
(3) A transfer of reservation of name must be executed by, or on behalf of, the applicant for the reserved name;
(4) A registration of name must be executed by any member or manager of the foreign limited liability company;
(5) A certificate of amendment or restatement must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members;
(6) A certificate of dissolution must be executed by the person or persons authorized to wind up the limited liability company's affairs pursuant to RCW 25.15.297(3);
(7) If a surviving domestic limited liability company is filing articles of merger, the articles of merger must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members, or if the articles of merger are being filed by a surviving foreign limited liability company, limited partnership, corporation, or other person, the articles of merger must be executed by a person authorized by such foreign limited liability company, limited partnership, corporation, or other person;
(8) A foreign limited liability company's application for registration as a foreign limited liability company doing business within the state must be executed by any member or manager of the foreign limited liability company; and
(9) If a converting limited liability company is filing articles of conversion, the articles of conversion must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members.
[ 2015 c 176 § 7109; 2015 c 188 § 21.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.