Wash. Rev. Code § 25.10.006
Short title
This chapter may be known and cited as the uniform limited partnership act.
Revised Code of Washington Chapter 25.10 — Uniform Limited Partnership Act
Washington · statute · Wash. Rev. Code ch. 25.10 · 116 active provisions
Wash. Rev. Code § 25.10.011
Definitions
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.(1) "Certificate of limited partnership" means the certificate required by RCW 25.10.201, including the certificate as amended or restated.(2) "Contribution," except in the term "right of contribution," means any…
Wash. Rev. Code § 25.10.016
Knowledge and notice
(1) A person knows a fact if the person has actual knowledge of it.(2) A person has notice of a fact if the person:(a) Knows of it;(b) Has received a notification of it;(c) Has reason to know it exists from all of the facts known to the person at the time in question; or(d) Has notice of it under subsection (3) or (4)…
Wash. Rev. Code § 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 la…
Wash. Rev. Code § 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…
Wash. Rev. Code § 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.
Wash. Rev. Code § 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).
Wash. Rev. Code § 25.10.061
Name
The name of a limited partnership must comply with the provisions of Article 3 of chapter 23.95 RCW.
Wash. Rev. Code § 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.
Wash. Rev. Code § 25.10.081
Effect of partnership agreement—Nonwaivable provisions
(1) Except as otherwise provided in subsection (2) of this section, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners…
Wash. Rev. Code § 25.10.091
Required information
A limited partnership shall maintain at its designated office the following information:(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;(2) A copy of th…
Wash. Rev. Code § 25.10.101
Business transactions of partner with partnership
A partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
Wash. Rev. Code § 25.10.111
Dual capacity
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the ob…
Wash. Rev. Code § 25.10.121
Registered agent—Requirements
A limited partnership or foreign limited partnership shall designate and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
Wash. Rev. Code § 25.10.131
Change of registered agent for service of process
A limited partnership or a foreign limited partnership may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430.
Wash. Rev. Code § 25.10.141
Resignation of agent for service of process
A registered agent may resign as an agent for service of process of a limited partnership or foreign limited partnership by delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445.
Wash. Rev. Code § 25.10.151
Service of process
Service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership may be made in accordance with RCW 23.95.450.
Wash. Rev. Code § 25.10.161
Consent and proxies of partners
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney-in-fact.
Wash. Rev. Code § 25.10.201
Formation of limited partnership—Certificate of limited partnership
ARTICLE 2 FORMATION—CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. The certificate of limited partnership must state:(…
Wash. Rev. Code § 25.10.211
Amendment or restatement of certificate of limited partnership
(1) In order to amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment or, pursuant to article 11 of this chapter, articles of merger stating:(a) The name of the limited partnership;(b) The date of filing of its initial certificate of limited p…
Wash. Rev. Code § 25.10.221
Statement of termination
A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states:(1) The name of the limited partnership;(2) The date of filing of its initial certificate of limited partnership; and(3) Any other information as determined by the genera…
Wash. Rev. Code § 25.10.231
Signing of records
(1) Each record delivered to the secretary of state for filing pursuant to Article 2 of chapter 23.95 RCW must be signed in the following manner:(a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.(b) An amendment adding or deleting a statement that the lim…
Wash. Rev. Code § 25.10.241
Signing and filing pursuant to judicial order
If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the appropriate court under RCW 23.95.245 to order the signing or delivery of the record.
Wash. Rev. Code § 25.10.251
Delivery to and filing of records by secretary of state—Effective time and date
(1) A record authorized or required to be delivered to the secretary of state for filing under this chapter must comply with the requirements of Article 2 of chapter 23.95 RCW. The secretary of state shall:(a) For a statement of dissociation, send:(i) A copy of the filed statement and a receipt for the fees to the pers…
Wash. Rev. Code § 25.10.261
Correcting filed record
A limited partnership or foreign limited partnership may correct a record filed by the secretary of state in accordance with RCW 23.95.220.
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