reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.541 - Liability to other persons of person dissociated as general partner.

RCW 25.10.541
Liability to other persons of person dissociated as general partner.
(1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3) of this section, the person is not liable for a limited partnership's obligation incurred after dissociation.
(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under RCW 25.10.401 on an obligation incurred by the limited partnership under RCW 25.10.586.
(3) A person that has dissociated as a general partner but whose
dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:
(a) A general partner would be liable on the transaction; and
(b) At the time the other party enters into the transaction:
(i) Less than two years have passed since the dissociation; and
(ii) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(4) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(5) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
[ 2009 c 188 § 607.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.546 - Partner's transferable interest.

RCW 25.10.546
Partner's transferable interest.
The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property. A partner has no interest in specific partnership property.
[ 2022 c 42 § 205; 2009 c 188 § 701.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.551 - Transfer of partner's transferable interest.

RCW 25.10.551
Transfer of partner's transferable interest.
(1) A transfer, in whole or in part, of a partner's transferable interest:
(a) Is permissible;
(b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and
(c) Does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (3) of this section, or to inspect or copy the required information or the limited partnership's other records.
(2) A transferee has a right to receive, in accordance with the transfer:
(a) Distributions to which the transferor would otherwise be entitled; and
(b) Upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor.
(3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(4) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
(5) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.
(6) A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under RCW 25.10.466 and 25.10.501. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
[ 2009 c 188 § 702.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.556 - Rights of creditor of partner or transferee.

RCW 25.10.556
Rights of creditor of partner or transferee.
(1) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or that the circumstances of the case may require to give effect to the charging order.
(2) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(3) At any time before foreclosure, an interest charged may be redeemed:
(a) By the judgment debtor;
(b) With property other than limited partnership property, by one or more of the other partners; or
(c) With limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.
(4) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest.
(5) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest.
[ 2009 c 188 § 703.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.561 - Power of estate of deceased partner.

RCW 25.10.561
Power of estate of deceased partner.
If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in RCW 25.10.551 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under RCW 25.10.331.
[ 2009 c 188 § 704.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.571 - Nonjudicial dissolution.

RCW 25.10.571
Nonjudicial dissolution.
Except as otherwise provided in RCW 25.10.576, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
(1) The happening of an event specified in the partnership agreement;
(2) The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(3) The passage of ninety days after the dissociation of a person as a general partner if following such dissociation the limited partnership does not have a remaining general partner unless before the end of the period:
(a) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(b) At least one person is admitted as a general partner in accordance with the consent;
(4) The passage of ninety days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(5) The signing and filing of a statement of administrative dissolution by the secretary of state under RCW 23.95.610.
[ 2015 c 176 § 6117; 2009 c 188 § 801.]
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. › 25.10.576 - Judicial dissolution.

RCW 25.10.576
Judicial dissolution.
On application by a partner the Thurston county superior court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
[ 2009 c 188 § 802.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.581 - Winding up.

RCW 25.10.581
Winding up.
(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(2) In winding up its activities, the limited partnership:
(a) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in RCW 25.10.221, and perform other necessary acts; and
(b) Shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.
(3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(a) Has the powers of a general partner under RCW 25.10.586; and
(b) Shall promptly amend the certificate of limited partnership to state:
(i) That the limited partnership does not have a general partner;
(ii) The name of the person that has been appointed to wind up the limited partnership; and
(iii) The street and mailing address of the person.
(4) On the application of any partner, or, if there are no partners, any transferee of a partner's transferable interest, the Thurston county superior court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:
(a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3) of this section; or
(b) The applicant establishes other good cause.
[ 2009 c 188 § 803.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.586 - Power of general partner and person dissociated as general partner to bind partnership after dissolution.

RCW 25.10.586
Power of general partner and person dissociated as general partner to bind partnership after dissolution.
(1) A limited partnership is bound by a general partner's act after dissolution that:
(a) Is appropriate for winding up the limited partnership's activities; or
(b) Would have bound the limited partnership under RCW 25.10.381 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(a) At the time the other party enters into the transaction:
(i) Less than two years have passed since the dissociation; and
(ii) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(b) The act:
(i) Is appropriate for winding up the limited partnership's activities; or
(ii) Would have bound the limited partnership under RCW 25.10.381 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
[ 2009 c 188 § 804.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.591 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

RCW 25.10.591
Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
(1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under RCW 25.10.586(1) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(b) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under RCW 25.10.586(2), the person is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(b) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
[ 2009 c 188 § 805.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.596 - Known claims against dissolved limited partnership.

RCW 25.10.596
Known claims against dissolved limited partnership.
(1) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (2) of this section.
(2) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:
(a) Specify the information required to be included in a claim;
(b) Provide a mailing address to which the claim is to be sent;
(c) State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant;
(d) State that the claim will be barred if not received by the deadline; and
(e) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on RCW 25.10.401.
(3) A claim against a dissolved limited partnership is barred if the requirements of subsection (2) of this section are met and:
(a) The claim is not received by the specified deadline; or
(b) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within ninety days after the receipt of the notice of the rejection.
(4) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
[ 2009 c 188 § 806.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.601 - Other claims against dissolved limited partnership.

RCW 25.10.601
Other claims against dissolved limited partnership.
(1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
(2) The notice must:
(a) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this state, in the county in which the limited partnership's designated office is or was last located;
(b) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
(c) State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within three years after publication of the notice; and
(d) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on RCW 25.10.401.
(3) If a dissolved limited partnership publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within three years after the publication date of the notice:
(a) A claimant that did not receive notice in a record under RCW 25.10.596;
(b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) A claim not barred under this section may be enforced:
(a) Against the dissolved limited partnership, to the extent of its undistributed assets;
(b) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this subsection (4)(b) does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(c) Against any person liable on the claim under RCW 25.10.401.
[ 2009 c 188 § 807.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.606 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

RCW 25.10.606
Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred under RCW 25.10.596 or 25.10.601, any corresponding claim under RCW 25.10.401 is also barred.
[ 2009 c 188 § 808.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.611 - Administrative dissolution.

RCW 25.10.611
Administrative dissolution.
The secretary of state may dissolve a limited partnership administratively under the circumstances and procedures specified in Article 6 of chapter 23.95 RCW.
[ 2015 c 176 § 6118; 2009 c 188 § 809.]
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. › 25.10.616 - Reinstatement following administrative dissolution.

RCW 25.10.616
Reinstatement following administrative dissolution.
A limited partnership that has been administratively dissolved may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615.
[ 2015 c 176 § 6119; 2009 c 188 § 810.]
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. › 25.10.621 - Disposition of assets—When contributions required.

RCW 25.10.621
Disposition of assets—When contributions required.
(1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors including, to the extent permitted by law, partners that are creditors.
(2) Any surplus remaining after the limited partnership complies with subsection (1) of this section must be paid in cash as a distribution.
(3) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (1) of this section, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:
(a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under RCW 25.10.541 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(b) If a person does not contribute the full amount required under (a) of this subsection with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by (a) of this subsection on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
(c) If a person does not make the additional contribution required by (b) of this subsection, further additional contributions are determined and due in the same manner as provided in (b) of this subsection.
(4) A person that makes an additional contribution under subsection (3)(b) or (c) of this section may recover from any person whose failure to contribute under subsection (3)(a) or (b) of this section necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.
(5) The estate of a deceased individual is liable for the person's obligations under this section.
(6) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (3) of this section.
[ 2009 c 188 § 811.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.641 - Effect of registration and governing law.

RCW 25.10.641
Effect of registration and governing law.
A foreign limited 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 partnerships.
[ 2015 c 176 § 6120; 2009 c 188 § 901.]
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. › 25.10.646 - Registration with the secretary of state.

RCW 25.10.646
Registration with the secretary of state.
Before transacting business in this state, a foreign limited partnership shall register with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.
[ 2015 c 176 § 6121; 2009 c 188 § 902.]
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. › 25.10.651 - Activities not constituting transacting business.

RCW 25.10.651
Activities not constituting transacting business.
A nonexhaustive list of activities of a foreign limited partnership that do not constitute transacting business in this state is provided in RCW 23.95.520.
[ 2015 c 176 § 6122; 2009 c 188 § 903.]
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. › 25.10.661 - Name of foreign limited partnership.

RCW 25.10.661
Name of foreign limited partnership.
The name of a foreign limited partnership registered in this state must comply with the provisions of RCW 23.95.525 and Article 3 of chapter 23.95 RCW.
[ 2015 c 176 § 6123; 2009 c 188 § 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 25.10 - Uniform Limited Partnership Act. › 25.10.666 - Termination of registration.

RCW 25.10.666
Termination of registration.
The secretary of state may terminate the registration of a registered foreign limited partnership in accordance with RCW 23.95.550.
[ 2015 c 176 § 6124; 2009 c 188 § 906.]
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. › 25.10.671 - Withdrawal of registration.

RCW 25.10.671
Withdrawal of registration.
In order to withdraw its registration, a foreign limited partnership must deliver to the secretary of state for filing a statement of withdrawal in accordance with RCW 23.95.530.
[ 2015 c 176 § 6125; 2009 c 188 § 907.]
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. › 25.10.701 - Direct action by partner.

RCW 25.10.701
Direct action by partner.
(1) Subject to subsection (2) of this section, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(2) A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(3) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
[ 2009 c 188 § 1001.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.706 - Derivative action.

RCW 25.10.706
Derivative action.
A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
(2) A demand would be futile.
[ 2009 c 188 § 1002.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.711 - Proper plaintiff.

RCW 25.10.711
Proper plaintiff.
A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:
(1) That was a partner when the conduct giving rise to the action occurred; or
(2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
[ 2009 c 188 § 1003.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.716 - Pleading.

RCW 25.10.716
Pleading.
In a derivative action, the complaint must state with particularity:
(1) The date and content of plaintiff's demand and the general partners' response to the demand; or
(2) Why a demand should be excused as futile.
[ 2009 c 188 § 1004.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.721 - Proceeds and expenses.

RCW 25.10.721
Proceeds and expenses.
(1) Except as otherwise provided in subsection (2) of this section:
(a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff;
(b) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
(2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, from the recovery of the limited partnership.
[ 2009 c 188 § 1005.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.751 - Definitions.

RCW 25.10.751
Definitions.
In this article:
(1) "Constituent limited partnership" means a constituent organization that is a limited partnership.
(2) "Constituent organization" means an organization that is party to a merger.
(3) "Converted organization" means the organization into which a converting organization converts pursuant to RCW 25.10.756 through 25.10.771.
(4) "Converting limited partnership" means a converting organization that is a limited partnership.
(5) "Converting organization" means an organization that converts into another organization pursuant to RCW 25.10.756.
(6) "General partner" means a general partner of a limited partnership.
(7) "Governing statute" of an organization means the statute that governs the organization's internal affairs.
(8) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
(9) "Organizational documents" means:
(a) For a domestic or foreign general partnership, its partnership agreement;
(b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(c) For a domestic or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable records as provided in its governing statute;
(d) For a business trust, its agreement of trust and declaration of trust;
(e) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute; and
(f) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(10) "Personal liability" means personal liability for a debt, liability, or other obligation of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(a) By the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or
(b) By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.
(11) "Surviving organization" means an organization into which one or more other organizations are merged.
[ 2009 c 188 § 1101.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.756 - Conversion.

RCW 25.10.756
Conversion.
(1) An organization other than a limited partnership may convert into a limited partnership, and a limited partnership may convert into another organization pursuant to this section and RCW 25.10.761 through 25.10.771 and a plan of conversion, if:
(a) The other organization's governing statute authorizes the conversion;
(b) The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(c) The other organization complies with its governing statute in effecting the conversion.
(2) A plan of conversion must be in a record and must include:
(a) The name and form of the organization before conversion;
(b) The name and form of the organization after conversion;
(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(d) The organizational documents of the converted organization.
[ 2009 c 188 § 1102.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.761 - Action on plan of conversion by converting limited partnership.

RCW 25.10.761
Action on plan of conversion by converting limited partnership.
(1) Subject to RCW 25.10.796, a plan of conversion must be consented to by all the partners of a converting limited partnership.
(2) Subject to RCW 25.10.796 and any contractual rights, after a conversion is approved, and at any time before a filing is made under RCW 25.10.766, a converting limited partnership may amend the plan or abandon the planned conversion:
(a) As provided in the plan; and
(b) Except as prohibited by the plan, by the same consent as was required to approve the plan.
[ 2009 c 188 § 1103.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.766 - Filings required for conversion—Effective date.

RCW 25.10.766
Filings required for conversion—Effective date.
(1) After a plan of conversion is approved:
(a) A converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include:
(i) A statement that the limited partnership has been converted into another organization;
(ii) The name and form of the organization and the jurisdiction of its governing statute;
(iii) The date the conversion is effective under the governing statute of the converted organization;
(iv) A statement that the conversion was approved as required by this chapter;
(v) A statement that the conversion was approved as required by the governing statute of the converted organization; and
(vi) If the converted organization is a foreign organization not registered to transact business in this state, the street and mailing address of the organization's principal office that may be used for service of process under RCW 23.95.450; and
(b) If the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by RCW 25.10.201:
(i) A statement that the limited partnership was converted from another organization;
(ii) The name and form of the organization and the jurisdiction of its governing statute; and
(iii) A statement that the conversion was approved in a manner that complied with the organization's governing statute.
(2) A conversion becomes effective:
(a) If the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and
(b) If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.
[ 2015 c 176 § 6126; 2009 c 188 § 1104.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.771 - Effect of conversion.

RCW 25.10.771
Effect of conversion.
(1) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
(2) When a conversion takes effect:
(a) The title to all real estate and other property owned by the converting organization remains vested in the converted organization without reversion or impairment;
(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(f) Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of article 8 of this chapter.
(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not registered to transact business in this state may be served with process pursuant to RCW 23.95.450 for purposes of enforcing an obligation under this subsection.
[ 2022 c 42 § 206; 2015 c 176 § 6127; 2009 c 188 § 1105.]
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. › 25.10.776 - Merger.

RCW 25.10.776
Merger.
(1) A limited partnership may merge with one or more other constituent organizations pursuant to this section and RCW 25.10.781 through 25.10.791 and a plan of merger, if:
(a) The governing statute of each of the other organizations authorizes the merger;
(b) The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(c) Each of the other organizations complies with its governing statute in effecting the merger.
(2) A plan of merger must be in a record and must include:
(a) The name and form of each constituent organization;
(b) The name and form of the surviving organization;
(c) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(d) Any amendments to be made by the merger to the surviving organization's organizational documents.
[ 2009 c 188 § 1106.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.781 - Action on plan of merger by constituent limited partnership.

RCW 25.10.781
Action on plan of merger by constituent limited partnership.
(1) Subject to RCW 25.10.796, a plan of merger must be consented to by all the partners of a constituent limited partnership.
(2) Subject to RCW 25.10.796 and any contractual rights, after a merger is approved, and at any time before a filing is made under RCW 25.10.786, a constituent limited partnership may amend the plan or abandon the planned merger:
(a) As provided in the plan; and
(b) Except as prohibited by the plan, with the same consent as was required to approve the plan.
(3) If a domestic corporation is a party to the merger, the plan of merger shall be adopted and approved as provided in chapter 23B.11 RCW.
(4) If a domestic partnership is a party to the merger, the plan of merger shall be approved as provided in RCW 25.05.375.
(5) If a domestic limited liability company is a party to the merger, the plan of merger shall be approved as provided in RCW 25.15.421.
[ 2015 c 188 § 118; 2009 c 188 § 1107.]
NOTES:
Effective date—2015 c 188: See RCW 25.15.903.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.786 - Filings required for merger—Effective date.

RCW 25.10.786
Filings required for merger—Effective date.
(1) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
(a) Each constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
(b) Each other constituent organization, by an authorized representative.
(2) The articles of merger must include:
(a) The name and form of each constituent organization and the jurisdiction of its governing statute;
(b) The name and form of the surviving organization and the jurisdiction of its governing statute;
(c) The date the merger is effective under the governing statute of the surviving organization;
(d) Any amendments provided for in the plan of merger for the organizational document that created the surviving organization;
(e) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(f) If the surviving organization is a foreign organization not registered to transact business in this state, the street and mailing address of the organization's principal office that may be used for service of process under RCW 23.95.450; and
(g) Any additional information required by the governing statute of any constituent organization.
(3) Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.
(4) A merger becomes effective under this article:
(a) If the surviving organization is a limited partnership, upon the later of:
(i) Compliance with subsection (3) of this section; or
(ii) Subject to RCW 25.10.251(2), as specified in the articles of merger; or
(b) If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
[ 2015 c 176 § 6128; 2009 c 188 § 1108.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.10 - Uniform Limited Partnership Act. › 25.10.791 - Effect of merger.

RCW 25.10.791
Effect of merger.
(1) When a merger becomes effective:
(a) The surviving organization continues;
(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(c) The title to all real estate and other property owned by each constituent organization that ceases to exist vests in the surviving organization without reversion or impairment;
(d) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(e) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(h) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of article 8 of this chapter; and
(i) Any amendments provided for in the articles of merger for the organizational document that created the surviving organization become effective.
(2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not registered to transact business in this state may be served with process pursuant to RCW 23.95.450 for the purposes of enforcing an obligation under this subsection.
[ 2022 c 42 § 207; 2015 c 176 § 6129; 2009 c 188 § 1109.]
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. › 25.10.796 - Restrictions on approval of conversions and mergers and on relinquishing LLLP status.

RCW 25.10.796
Restrictions on approval of conversions and mergers and on relinquishing LLLP status.
(1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:
(a) The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(b) The partner has consented to the provision of the partnership agreement.
(2) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(a) The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(b) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(3) A partner does not give the consent required by subsection (1) or (2) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
[ 2009 c 188 § 1110.]