reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.315 - Partner's power to bind partnership after dissolution.

RCW 25.05.315
Partner's power to bind partnership after dissolution.
Subject to RCW 25.05.320, a partnership is bound by a partner's act after dissolution that:
(1) Is appropriate for winding up the partnership business; or
(2) Would have bound the partnership under RCW 25.05.100 before dissolution, if the other party to the transaction did not have notice of the dissolution.
[ 1998 c 103 § 804.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.320 - Statement of dissolution.

RCW 25.05.320
Statement of dissolution.
(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(2) A statement of dissolution cancels all previously filed statements of partnership authority.
(3) For the purposes of RCW 25.05.100 and 25.05.315, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.
(4) After filing a statement of dissolution, a dissolved partnership may file a statement of partnership authority which will operate with respect to a person not a partner as provided in RCW 25.05.110 (2) and (3) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
[ 1998 c 103 § 805.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.325 - Partner's liability to other partners after dissolution.

RCW 25.05.325
Partner's liability to other partners after dissolution.
(1) Except as otherwise provided in subsection (2) of this section, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under RCW 25.05.315.
(2) A partner who, with knowledge of the dissolution, incurs a partnership liability under RCW 25.05.315(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
[ 1998 c 103 § 806.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.330 - Settlement of accounts and contributions among partners.

RCW 25.05.330
Settlement of accounts and contributions among partners.
(1) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2) of this section.
(2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, except, in the case of a limited liability partnership the partner shall make such contribution only to the extent of his or her share of any unpaid partnership obligations for which the partner has personal liability under RCW 25.05.125.
(3) If a partner fails to contribute the full amount required under subsection (2) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under RCW 25.05.125. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under RCW 25.05.125.
(4) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under RCW 25.05.125.
(5) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(6) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
[ 1998 c 103 § 807.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.350 - Definitions.

RCW 25.05.350
Definitions.
The definitions in this article [section] apply throughout this article unless the context clearly requires otherwise:
(1) "General partner" means a partner in a partnership and a general partner in a limited partnership.
(2) "Limited partner" means a limited partner in a limited partnership.
(3) "Limited partnership" means a limited partnership created under the Washington uniform limited partnership act, predecessor law, or comparable law of another jurisdiction.
(4) "Partner" includes both a general partner and a limited partner.
[ 1998 c 103 § 901.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.355 - Conversion of partnership to limited partnership.

RCW 25.05.355
Conversion of partnership to limited partnership.
(1) A partnership may be converted to a limited partnership pursuant to this section.
(2) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.
(3) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:
(a) A statement that the partnership was converted to a limited partnership from a partnership;
(b) Its former name; and
(c) A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
(4) If the partnership was converted to a domestic limited partnership, the certificate must also include:
(a) The name of the limited partnership;
(b) The address of the office for records and the name and address of the registered agent for service of process designated in accordance with Article 4 of chapter 23.95 RCW;
(c) The name and the geographical and mailing address of each general partner;
(d) The latest date upon which the limited partnership is to dissolve; and
(e) Any other matters the general partners determine to include therein.
(5) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate in accordance with RCW 23.95.210.
(6) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Washington uniform limited partnership act.
[ 2015 c 176 § 5105; 2009 c 188 § 1405; 1998 c 103 § 902.]
NOTES:
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.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.360 - Conversion of limited partnership to partnership.

RCW 25.05.360
Conversion of limited partnership to partnership.
(1) A limited partnership may be converted to a partnership pursuant to this section.
(2) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.
(3) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
(4) The conversion takes effect when the certificate of limited partnership is canceled.
(5) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in RCW 25.05.125, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
[ 1998 c 103 § 903.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.365 - Effect of conversion—Entity unchanged.

RCW 25.05.365
Effect of conversion—Entity unchanged.
(1) A partnership or limited partnership 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 partnership or limited partnership remains vested in the converted entity;
(b) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and
(c) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
[ 1998 c 103 § 904.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.370 - Merger of partnerships.

RCW 25.05.370
Merger of partnerships.
(1) One or more domestic partnerships may merge with one or more domestic partnerships, domestic limited partnerships, domestic limited liability companies, or domestic corporations pursuant to a plan of merger approved or adopted as provided in RCW 25.05.375.
(2) The plan of merger must set forth:
(a) The name of each partnership, limited liability company, limited partnership, and corporation planning to merge and the name of the surviving partnership, limited liability company, limited partnership, or corporation into which the other partnership, limited liability company, limited partnership, or corporation plans to merge;
(b) The terms and conditions of the merger; and
(c) The manner and basis of converting the interests of each member of each limited liability company, the partnership interests in each partnership and each limited partnership, and the shares of each corporation party to the merger into the interests, shares, obligations, or other securities of the surviving or any other partnership, limited liability company, limited partnership, or corporation or into cash or other property in whole or part.
(3) The plan of merger may set forth:
(a) Amendments to the certificate of formation of the surviving limited liability company;
(b) Amendments to the certificate of limited partnership of the surviving limited partnership;
(c) Amendments to the articles of incorporation of the surviving corporation; and
(d) Other provisions relating to the merger.
(4) If the plan of merger does not specify a delayed effective date, it shall become effective upon the filing of articles of merger as provided in RCW 23.95.210. A plan of merger may specify a delayed effective time and date in accordance with RCW 23.95.210.
[ 2015 c 176 § 5106; 1998 c 103 § 905.]
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 25.05 - Revised Uniform Partnership Act. › 25.05.375 - Merger—Plan—Approval.

RCW 25.05.375
Merger—Plan—Approval.
(1) Unless otherwise provided in the partnership agreement, approval of a plan of merger by a domestic partnership party to the merger shall occur when the plan is approved by all of the partners.
(2) If a domestic limited partnership is a party to the merger, the plan of merger shall be adopted and approved as provided in RCW 25.10.781.
(3) If a domestic limited liability company is a party to the merger, the plan of merger shall be adopted and approved as provided in RCW 25.15.421.
(4) 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.
[ 2015 c 188 § 113; 2009 c 188 § 1406; 1998 c 103 § 906.]
NOTES:
Effective date—2015 c 188: See RCW 25.15.903.
Effective date—2009 c 188: See note following RCW 23B.11.080.
2023 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.
2023 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.
2023 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.]
2023 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.]
2023 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.
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.560 - Failure to register—Penalties—Service of process.

RCW 25.05.560
Failure to register—Penalties—Service of process.
A foreign limited liability partnership transacting business in this state without registering with the secretary of state is subject to RCW 23.95.505.
If a foreign limited liability partnership transacts business in this state without a registration as a foreign limited liability partnership, service of process with respect to a right of action arising out of the transaction of business in this state may be made on the foreign limited liability partnership in accordance with RCW 23.95.450.
[ 2015 c 176 § 5115; 2009 c 437 § 12; 1998 c 103 § 1203.]
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 25.05 - Revised Uniform Partnership Act. › 25.05.565 - Activities not constituting transacting business.

RCW 25.05.565
Activities not constituting transacting business.
A nonexhaustive list of activities of a foreign limited liability partnership that do not constitute transacting business in this state is provided in RCW 23.95.520.
[ 2015 c 176 § 5116; 1998 c 103 § 1204.]
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 25.05 - Revised Uniform Partnership Act. › 25.05.580 - Registered agent—Designation and maintenance.

RCW 25.05.580
Registered agent—Designation and maintenance.
A foreign limited liability partnership shall designate and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
[ 2015 c 176 § 5117; 2009 c 437 § 8.]
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 25.05 - Revised Uniform Partnership Act. › 25.05.583 - Change of registered agent for service of process.

RCW 25.05.583
Change of registered agent for service of process.
A foreign 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 § 5118; 2009 c 437 § 9.]
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 25.05 - Revised Uniform Partnership Act. › 25.05.586 - Resignation of registered agent.

RCW 25.05.586
Resignation of registered agent.
A registered agent of a foreign 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 § 5119; 2009 c 437 § 10.]
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 25.05 - Revised Uniform Partnership Act. › 25.05.589 - Service of process.

RCW 25.05.589
Service of process.
Service of any process, notice, or demand required or permitted by law to be served upon the foreign limited liability partnership may be made in accordance with RCW 23.95.450.
[ 2015 c 176 § 5120; 2009 c 437 § 11.]
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 25.05 - Revised Uniform Partnership Act. › 25.05.901 - Dates of applicability.

RCW 25.05.901
Dates of applicability.
(1) Before January 1, 1999, this chapter governs only a partnership formed:
(a) After June 11, 1998, unless that partnership is continuing the business of a dissolved partnership under *RCW 25.04.410; and
(b) Before June 11, 1998, that elects, as provided by subsection (3) of this section, to be governed by this chapter.
(2) Effective January 1, 1999, this chapter governs all partnerships.
(3) Before January 1, 1999, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by this chapter, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
[ 1998 c 103 § 1304.]
NOTES:
*Reviser's note: RCW 25.04.410 was repealed by 1998 c 103 § 1308, effective January 1, 1999.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.902 - Applicable fees, charges, and penalties.

RCW 25.05.902
Applicable fees, charges, and penalties.
Partnerships are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120.
[ 2015 c 176 § 5121; 1998 c 103 § 1306.]
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 25.05 - Revised Uniform Partnership Act. › 25.05.903 - Authority to adopt rules—Secretary of state.

RCW 25.05.903
Authority to adopt rules—Secretary of state.
The secretary of state shall adopt such rules as are necessary to implement the keeping of records required by this chapter.
[ 1998 c 103 § 1307.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.904 - Uniformity of application and construction—1998 c 103.

RCW 25.05.904
Uniformity of application and construction—1998 c 103.
This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it.
[ 1998 c 103 § 1301.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.907 - Savings clause—1998 c 103.

RCW 25.05.907
Savings clause—1998 c 103.
This act does not affect an action or proceeding commenced or right accrued before June 11, 1998.
[ 1998 c 103 § 1305.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.021 - Nature, purpose, and duration of entity.

RCW 25.10.021
Nature, purpose, and duration of entity.
(1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate of limited partnership states that the limited partnership is a limited liability limited partnership.
(2) A limited partnership may be organized under this chapter for any lawful purpose.
(3) A limited partnership has a perpetual duration.
[ 2009 c 188 § 104.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.031 - Powers.

RCW 25.10.031
Powers.
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
[ 2009 c 188 § 105.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.041 - Governing law.

RCW 25.10.041
Governing law.
The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
[ 2009 c 188 § 106.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.051 - Supplemental principles of law—Rate of interest.

RCW 25.10.051
Supplemental principles of law—Rate of interest.
(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in RCW 19.52.010(1).
[ 2009 c 188 § 107.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.061 - Name.

RCW 25.10.061
Name.
The name of a limited partnership must comply with the provisions of Article 3 of chapter 23.95 RCW.
[ 2015 c 176 § 6102; 2009 c 188 § 108.]
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. › 25.10.071 - Reservation of name.

RCW 25.10.071
Reservation of name.
A person may reserve the exclusive right to the use of a limited partnership name in accordance with RCW 23.95.310.
[ 2015 c 176 § 6103; 2009 c 188 § 109.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.