USA Statutes : washington
Title : Partnerships
Chapter : Limited partnerships
RCW 25.10.010Definitions.As used in this chapter, unless the context otherwise requires:  (1) "Certificate of limited partnership" means the certificate referred to in RCW 25.10.080, and the certificate as amended or restated.  (2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.  (3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in RCW 25.10.230.  (4) "Foreign limited partnership" means a partnership formed under laws other than the laws of this state and having as partners one or more general partners and one or more limited partners.  (5) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.  (6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.  (7) "Limited partnership" and "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.  (8) "Partner" means a limited or general partner.  (9) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.  (10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.  (11) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.  (12) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.  (13) "Conforms to law" as used in connection with duties of the secretary of state in reviewing documents for filing under this chapter, means the secretary of state has determined the document complies as to form with the applicable requirements of this chapter.  (14) "Effective date" means, in connection with a document filing made by the secretary of state, the date which is shown by affixing a "filed" stamp on the documents. When a document is received for filing by the secretary of state in a form which complies with the requirements of this chapter and which would entitle the document to be filed immediately upon receipt, but the secretary of state's approval action occurs subsequent to the date of receipt, the secretary of state's filing date shall relate back to the date on which the secretary of state first received the document in acceptable form. An applicant may request a specific effective date no more than thirty days later than the receipt date which might otherwise be applied as the effective date.[2002 c 296 § 2; 1987 c 55 § 1; 1982 c 35 § 177; 1981 c 51 § 1.]Notes:Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160. RCW 25.10.060Nature of business.A limited partnership may carry on any business that a partnership without limited partners may carry on.[1981 c 51 § 6.] RCW 25.10.080Certificate of limited partnership.(1) In order to form a limited partnership a certificate of limited partnership must be executed and duplicate originals filed in the office of the secretary of state. The certificate shall set forth:  (a) The name of the limited partnership;  (b) The address of the office for records and the name and address of the agent for service of process appointed pursuant to RCW 25.10.040;  (c) The name and the geographical and mailing addresses of each general partner;  (d) If the limited partnership is to have a specific date of dissolution, the latest date upon which the limited partnership is to dissolve; and  (e) Any other matters the general partners determine to include therein.  (2) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.[2000 c 169 § 5; 1987 c 55 § 5; 1981 c 51 § 8.] RCW 25.10.140Liability for false statement in certificate.If any certificate of limited partnership or certificate of amendment, restatement, or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:  (1) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and  (2) Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under RCW 25.10.120.[1991 c 269 § 6; 1987 c 55 § 11; 1981 c 51 § 14.] RCW 25.10.170Admission of limited partners.(1) A person becomes a limited partner on the later of:  (a) The date the original certificate of limited partnership is filed; or  (b) The date stated in the records of the limited partnership as the date that person becomes a limited partner.  (2) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:  (a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and  (b) In the case of an assignee of a partnership interest of a partner who has the power, as provided in RCW 25.10.420, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.[1987 c 55 § 14; 1981 c 51 § 17.] RCW 25.10.200Person erroneously believing that he or she is limited partner.(1) Except as provided in subsection (2) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, within a reasonable time after ascertaining the mistake, the person:  (a) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or  (b) Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate or statement declaring withdrawal under this section.  (2) A person who makes a contribution of the kind described in subsection (1) of this section is liable as a general partner to any third party who transacts business with the enterprise (a) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (b) before an appropriate certificate is filed to show that the person is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.[1987 c 55 § 16; 1983 c 302 § 1; 1981 c 51 § 20.] RCW 25.10.240General powers and liabilities of general partner.(1) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.  (2) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the limited partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the limited partnership and to the other partners.[1987 c 55 § 19; 1983 c 302 § 2; 1981 c 51 § 24.] RCW 25.10.250Contributions by a general partner.A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the partnership as a limited partner.[1987 c 55 § 20; 1981 c 51 § 25.] RCW 25.10.270Form of contribution.The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.[1981 c 51 § 27.]Notes:Prospective application: RCW 25.10.650. RCW 25.10.330Withdrawal of limited partner.A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in and in accordance with the partnership agreement. If the partnership agreement does not specify the time or the events upon the happening of which a limited partner may withdraw, a limited partner may not withdraw prior to the time for the dissolution and winding up of the limited partnership.[1996 c 76 § 2; 1987 c 55 § 25; 1981 c 51 § 33.] RCW 25.10.400Assignment of partnership interest Certificate of partnership interest.(1) Unless otherwise provided in the partnership agreement:  (a) A partnership interest is assignable in whole or in part;  (b) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner;  (c) An assignment entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and  (d) A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of his or her partnership interest.  (2) The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates.[1987 c 55 § 30; 1981 c 51 § 40.] RCW 25.10.410Rights of creditor.On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.[1981 c 51 § 41.] RCW 25.10.430Power of estate of deceased or incompetent partner.If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.[1981 c 51 § 43.] RCW 25.10.470Distribution of assets.Upon the winding up of a limited partnership, the assets shall be distributed as follows:  (1) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distribution to partners under RCW 25.10.310 or 25.10.340;  (2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under RCW 25.10.310 or 25.10.340; and  (3) Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.[1981 c 51 § 47.] RCW 25.10.670Application to existing partnerships.(1) Except as provided in subsections (1) and (2) of this section, the provisions of this title shall apply to all existing limited partnerships formed after June 6, 1945, under any prior statute of this state providing for the formation of limited partnerships, except to the extent provisions of this title are inconsistent with provisions of the certificate or partnership agreement of such existing limited partnerships, which partnership provisions were applicable to such limited partnerships as of January 1, 1982, and which partnership provisions would have been valid under any such applicable prior statutes. Insofar as the provisions of this title are substantially the same as statutory provisions repealed by this title and relate to the same subject matter, such provisions shall be construed as restatements and continuations, and not as new enactments. Neither the enactment of this title nor the amendment of this title nor the repeal of the prior title shall take away or impair any liability or cause of action existing or accrued by or against any limited partnership or its partners.  (2) On or before September 30, 1982, each county clerk shall transmit all files, records, indexes, and other documents maintained in the county clerk's office, pursuant to prior statutes requiring limited partnership filings at the office of county clerk, to the office of the secretary of state.  (3) Upon receipt of the limited partnership records from the county clerks, the secretary of state shall thereafter treat such county filings as a filing with the secretary of state. The secretary of state shall establish by September 30, 1982, a filing and record system for integration of the records received from the county clerks and to accomplish the purposes of this chapter relating to centralized filing.[1981 c 51 § 67.]