RCW ch. 25.10 — Revised Code of Washington Chapter 25.10 RCW — Uniform Limited Partnership Act

RCW 25.10.006 Short title. This chapter may be known and cited as the uniform limited partnership act. [ 2009 c 188 s 101.] RCW 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 benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner. (3) "Debtor in bankruptcy" means a person that is the subject of: (a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (b) A comparable order under federal, state, or foreign law governing insolvency. (4) "Designated office" means the principal office indicated in the limited partnership's most recent annual report, or, if the principal office is not located within this state, the office of the limited partnership's registered agent. (5) "Distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee. (6) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to RCW 25.10.401(3). (7) "Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. "Foreign limited partnership" includes a foreign limited liability limited partnership. (8) "General partner" means: (a) With respect to a limited partnership, a person that: (i) Becomes a general partner under RCW 25.10.371; or (ii) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under RCW 25.10.911 (1) or (2); and (b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. (9) "Limited liability limited partnership," except in the term "foreign limited liability limited partnership," means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership. (10) "Limited partner" means: (a) With respect to a limited partnership, a person that: (i) Becomes a limited partner under RCW 25.10.301; or (ii) Was a limited partner in a limited partnership when the limited partnership became subject to this chapter under RCW 25.10.911 (1) or (2); and (b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership. (11) "Limited partnership," except in the terms "foreign limited partnership" and "foreign limited liability limited partnership," means an entity, having one or more general partners and one or more limited partners, that is formed under this chapter by two or more persons or becomes subject to this chapter under article 11 of this chapter or RCW 25.10.911 (1) or (2). "Limited partnership" includes a limited liability limited partnership. (12) "Partner" means a limited partner or general partner. (13) "Partnership agreement" means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. "Partnership agreement" includes the agreement as amended or restated. (14) "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. (15) "Person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership. (16) "Principal office" means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state. (17) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (18) "Required information" means the information that a limited partnership is required to maintain under RCW 25.10.091. (19) "Sign" means, with present intent to authenticate or adopt a record: (a) To execute or adopt a tangible symbol; (b) To attach to or logically associate with the record an electronic symbol, sound, or process; or (c) With respect to a record to be filed with the secretary of state, to comply with the standard for filing with the office of the secretary of state as prescribed by the secretary of state. (20) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (21) "Tangible medium" means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material. (22) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. (23) "Transferable interest" means a partner's right to receive distributions. (24) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. [ 2022 c 42 s 201; 2020 c 57 s 81; 2015 c 176 s 6101; 2009 c 188 s 102.] NOTES: Effective date— RCW 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) of this section. (3) A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (4) of this section, the certificate is not notice of any other fact. (4) A person has notice of: (a) Another person's dissociation as a general partner, ninety days after the effective date of an amendment to the certificate of limited partnership that states that the other person has dissociated or ninety days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first; (b) A limited partnership's dissolution, ninety days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved; (c) A limited partnership's termination, ninety days after the effective date of a statement of termination; (d) A limited partnership's conversion under article 11 of this chapter, ninety days after the effective date of the articles of conversion; or (e) A merger under article 11 of this chapter, ninety days after the effective date of the articles of merger. (5) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. (6) A person receives a notification when the notification: (a) Comes to the person's attention; or (b) Is delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. (7) Except as otherwise provided in subsection (8) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (8) A general partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership. [ 2009 c 188 s 103.] 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 s 104.] 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 s 105.] 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 s 106.] 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 s 107.] 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 s 6102; 2009 c 188 s 108.] NOTES: Effective date— 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 s 6103; 2009 c 188 s 109.] NOTES: Effective date— RCW 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 and the partnership. (2) A partnership agreement may not: (a) Vary a limited partnership's power under RCW 25.10.031 to sue, be sued, and defend in its own name; (b) Vary the law applicable to a limited partnership under RCW 25.10.041; (c) Vary the requirements of RCW 25.10.231; (d) Vary the information required under RCW 25.10.091 or unreasonably restrict the right to information under RCW 25.10.331 or 25.10.431, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (e) Eliminate the duty of loyalty under RCW 25.10.441, but the partnership agreement may, if not manifestly unreasonable: (i) Identify specific types or categories of activities that do not violate the duty of loyalty; and (ii) Specify the number or percentage of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (f) Unreasonably reduce the duty of care under RCW 25.10.441(3); (g) Eliminate the obligation of good faith and fair dealing under RCW 25.10.341(2) and 25.10.441(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (h) Vary the power of a person to dissociate as a general partner under RCW 25.10.526(1) except to require that the notice under RCW 25.10.521(1) be in a record; (i) Vary the power of a court to decree dissolution in the circumstances specified in RCW 25.10.576; (j) Vary the requirement to wind up the partnership's business as specified in RCW 25.10.581; (k) Unreasonably restrict the right to maintain an action under article 10 of this chapter; (l) Restrict the right of a partner under RCW 25.10.796(1) to approve a conversion or merger or the right of a general partner under RCW 25.10.796(2) to consent to an amendment to the certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership; or (m) Restrict rights under this chapter of a person other than a partner or a transferee. [ 2009 c 188 s 110.] RCW 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 the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed; (3) A copy of any filed articles of conversion or merger; (4) A copy of the limited partnership's federal, state, and local tax returns and reports, if any, for the three most recent years; (5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement; (6) A copy of any financial statement of the limited partnership for the three most recent years; (7) A copy of the three most recent annual reports delivered by the limited partnership to the secretary of state pursuant to RCW 25.10.291; (8) A copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and (9) Unless contained in a partnership agreement made in a record, a record stating: (a) The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner; (b) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; (c) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and (d) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up. [ 2009 c 188 s 111.] RCW 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. [ 2022 c 42 s 202; 2009 c 188 s 112.] RCW 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 obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners. [ 2009 c 188 s 113.] RCW 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. [ 2015 c 176 s 6104; 2009 c 188 s 114.] NOTES: Effective date— RCW 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. [ 2015 c 176 s 6105; 2009 c 188 s 115.] NOTES: Effective date— RCW 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. [ 2015 c 176 s 6106; 2009 c 188 s 116.] NOTES: Effective date— RCW 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. [ 2015 c 176 s 6107; 2009 c 188 s 117.] NOTES: Effective date— RCW 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. [ 2009 c 188 s 118.] RCW 25.10.201 Formation of limited partnership—Certificate of limited partnership. (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: (a) The name of the limited partnership, which must comply with Article 3 of chapter 23.95 RCW; (b) The name and street and mailing address of the initial agent for service of process; (c) The name and the street and mailing address of each general partner; (d) Whether the limited partnership is a limited liability limited partnership; and (e) Any additional information required by article 11 of this chapter. (2) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in RCW 25.10.081(2) in a manner inconsistent with that section. (3) If there has been substantial compliance with subsection (1) of this section, subject to RCW 23.95.210, a limited partnership is formed when the secretary of state files the certificate of limited partnership. (4) Subject to subsection (2) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger: (a) The partnership agreement prevails as to partners and transferees; and (b) The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment. [ 2015 c 176 s 6108; 2009 c 188 s 201.] NOTES: Effective date— RCW 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 partnership; and (c) The changes the amendment makes to the certificate of limited partnership as most recently amended or restated. (2) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect: (a) The admission of a new general partner; (b) The dissociation of a person as a general partner; or (c) The appointment of a person to wind up the limited partnership's activities under RCW 25.10.581 (3) or (4). (3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: (a) Cause the certificate of limited partnership to be amended; or (b) If appropriate, deliver to the secretary of state for filing a statement of change pursuant to RCW 23.95.430 or a statement of correction pursuant to RCW 23.95.220. (4) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership. (5) A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment. (6) An amendment or restated certificate of limited partnership is effective when filed by the secretary of state as provided in RCW 23.95.210, and may state a delayed effective date in accordance with RCW 23.95.210. [ 2015 c 176 s 6109; 2009 c 188 s 202.] NOTES: Effective date— RCW 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 general partners filing the statement or by a person appointed pursuant to RCW 25.10.581 (3) or (4). [ 2009 c 188 s 203.] RCW 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 limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate. (c) An amendment designating as general partner a person admitted under RCW 25.10.571(3)(b) following the dissociation of a limited partnership's last general partner must be signed by that person. (d) An amendment required by RCW 25.10.581(3) following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person. (e) Any other amendment must be signed by: (i) At least one general partner listed in the certificate of limited partnership; (ii) Each other person designated in the amendment as a new general partner; and (iii) Each person that the amendment indicates has dissociated as a general partner, unless: (A) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (B) The person has previously delivered to the secretary of state for filing a statement of dissociation. (f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other subsection of this subsection (1), the certificate must be signed in a manner that satisfies that subsection. (g) A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to RCW 25.10.581 (3) or (4) to wind up the dissolved limited partnership's activities. (h) Articles of conversion must be signed by each general partner listed in the certificate of limited partnership. (i) Articles of merger must be signed as provided in RCW 25.10.786(1). (j) Any other record delivered on behalf of a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate of limited partnership. (k) A statement by a person pursuant to RCW 25.10.531(1)(d) stating that the person has dissociated as a general partner must be signed by that person. (l) A statement of withdrawal by a person pursuant to RCW 25.10.351 must be signed by that person. (m) A record delivered on behalf of a foreign limited partnership to the secretary of state for filing must be signed by at least one general partner of the foreign limited partnership. (n) Any other record delivered on behalf of any person to the secretary of state for filing must be signed by that person. (2) Any person may sign by an agent any record to be delivered to the secretary of state for filing under Article 2 of chapter 23.95 RCW. [ 2015 c 176 s 6110; 2009 c 188 s 204.] NOTES: Effective date— RCW 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. [ 2015 c 176 s 6111; 2009 c 188 s 205.] NOTES: Effective date— RCW 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 person that the statement indicates has dissociated as a general partner; and (ii) A copy of the filed statement and receipt to the limited partnership; (b) For a statement of withdrawal, send: (i) A copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and (ii) If the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and (c) For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed. (2) A record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date in accordance with RCW 23.95.210. Except as otherwise provided in this chapter, a record filed by the secretary of state is effective as provided in RCW 23.95.210. [ 2015 c 176 s 6112; 2009 c 188 s 206.] NOTES: Effective date— RCW 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. [ 2015 c 176 s 6113; 2009 c 188 s 207.] NOTES: Effective date— RCW 25.10.271 Liability for false information in filed record. (1) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (a) A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and (b) A general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under RCW 25.10.211, file a petition under RCW 25.10.241, or deliver to the secretary of state for filing a statement of change under RCW 23.95.430 or a statement of correction under RCW 23.95.220. (2) A person who signs a record authorized or required to be filed under this chapter that such a person knows is false in any material respect with intent that the record be delivered to the secretary of state for filing is subject to a criminal penalty under RCW 23.95.240. [ 2015 c 176 s 6114; 2009 c 188 s 208.] NOTES: Effective date— RCW 25.10.281 Certificate of existence or registration. Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic limited partnership or a certificate of registration for a foreign limited partnership. [ 2015 c 176 s 6115; 2009 c 188 s 209.] NOTES: Effective date— RCW 25.10.291 Annual report for secretary of state. A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the secretary of state for filing an annual report in accordance with RCW 23.95.255. [ 2015 c 176 s 6116; 2009 c 188 s 210.] NOTES: Effective date— RCW 25.10.301 Becoming limited partner. A person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a conversion or merger under article 11 of this chapter; or (3) With the consent of all the partners. [ 2009 c 188 s 301.] RCW 25.10.311 No right or power as limited partner to bind limited partnership. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. [ 2009 c 188 s 302.] RCW 25.10.321 No liability as limited partner for limited partnership obligations. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership. [ 2009 c 188 s 303.] RCW 25.10.331 Right of limited partner and former limited partner to information. (1) On ten days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office. The limited partner need not have any particular purpose for seeking the information. (2) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if: (a) The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; (b) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (c) The information sought is directly connected to the limited partner's purpose. (3) Within ten days after receiving a demand pursuant to subsection (2) of this section, the limited partnership in a record shall inform the limited partner that made the demand: (a) What information the limited partnership will provide in response to the demand; (b) When and where the limited partnership will provide the information; and (c) If the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining. (4) Subject to subsection (6) of this section, a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office if: (a) The information pertains to the period during which the person was a limited partner; (b) The person seeks the information in good faith; and (c) The person meets the requirements of subsection (2) of this section. (5) The limited partnership shall respond to a demand made pursuant to subsection (4) of this section in the same manner as provided in subsection (3) of this section. (6) If a limited partner dies, RCW 25.10.561 applies. (7) The limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (8) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (9) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (7) of this section or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner. (10) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner. [ 2009 c 188 s 304.] RCW 25.10.341 Limited duties of limited partners. (1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (2) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (3) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest. [ 2009 c 188 s 305.] RCW 25.10.351 Person erroneously believing self to be limited partner. (1) Except as otherwise provided in subsection (2) of this section, a person that makes an investment in a business enterprise, and erroneously but in good faith believes that the person has become a limited partner in the enterprise, is not a general partner and is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (a) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or (b) Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of withdrawal under this section. (2) A person that makes an investment described in subsection (1) of this section is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner. (3) If a person makes a diligent effort in good faith to comply with subsection (1)(a) of this section and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subsection (1)(b) of this section even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. [ 2009 c 188 s 306.] RCW 25.10.371 Becoming general partner. A person becomes a general partner: (1) As provided in the partnership agreement; (2) Under RCW 25.10.571(3)(b) following the dissociation of a limited partnership's last general partner; (3) As the result of a conversion or merger under article 11 of this chapter; or (4) With the consent of all the partners. [ 2009 c 188 s 401.] RCW 25.10.381 General partner agent of limited partnership. (1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course of the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under RCW 25.10.016(4) that the general partner lacked authority. (2) An act of a general partner that is not apparently for carrying on in the ordinary course of the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners. [ 2009 c 188 s 402.] RCW 25.10.391 Limited partnership liable for general partner's actionable conduct. (1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership. (2) If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss. [ 2009 c 188 s 403.] RCW 25.10.401 General partner's liability. (1) Except as otherwise provided in subsections (2) and (3) of this section, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. (2) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner. (3) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under RCW 25.10.421(2)(b). [ 2009 c 188 s 404.] RCW 25.10.411 Actions by and against partnership and partners. (1) To the extent not inconsistent with RCW 25.10.401, a general partner may be joined in an action against the limited partnership or named in a separate action. (2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner. (3) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under RCW 25.10.401 and: (a) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (b) The limited partnership is a debtor in bankruptcy; (c) The general partner has agreed that the creditor need not exhaust limited partnership assets; (d) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (e) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership. [ 2009 c 188 s 405.] RCW 25.10.421 Management rights of general partner. (1) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners. (2) The consent of each partner is necessary to: (a) Amend the partnership agreement; (b) Amend the certificate of limited partnership to add or, subject to RCW 25.10.796, delete a statement that the limited partnership is a limited liability limited partnership; and (c) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities. (3) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property. (4) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute. (5) A payment or advance made by a general partner that gives rise to an obligation of the limited partnership under subsection (3) or (4) of this section constitutes a loan to the limited partnership that accrues interest from the date of the payment or advance. (6) A general partner is not entitled to remuneration for services performed for the partnership. [ 2009 c 188 s 406.] RCW 25.10.431 Right of general partner and former general partner to information. (1) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (a) In the limited partnership's designated office, required information; and (b) At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition. (2) Each general partner and the limited partnership shall furnish to a general partner: (a) Without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and (b) On demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (3) Subject to subsection (5) of this section, on ten days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (1) of this section at the location specified in subsection (1) of this section if: (a) The information or record pertains to the period during which the person was a general partner; (b) The person seeks the information or record in good faith; and (c) The person satisfies the requirements imposed on a limited partner by RCW 25.10.331(2). (4) The limited partnership shall respond to a demand made pursuant to subsection (3) of this section in the same manner as provided in RCW 25.10.331(3). (5) If a general partner dies, RCW 25.10.561 applies. (6) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (7) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (8) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (6) of this section or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner. (9) The rights under this section do not extend to a person as transferee, but the rights under subsection (3) of this section of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under RCW 25.10.521(7) (b) or (c). [ 2009 c 188 s 407.] RCW 25.10.441 General standards of general partner's conduct. (1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (2) and (3) of this section. (2) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following: (a) To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (b) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and (c) To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities. (3) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (4) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (5) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest. [ 2009 c 188 s 408.] RCW 25.10.461 Form of contribution. A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed. [ 2009 c 188 s 501.] RCW 25.10.466 Liability for contribution. (1) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally. (2) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution that has not been made. (3) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership that extends credit or otherwise acts in reasonable reliance on an obligation described in subsection (1) of this section, without notice of any compromise under this subsection, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution. [ 2009 c 188 s 502.] RCW 25.10.471 Sharing of distributions. A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner. [ 2009 c 188 s 503.] RCW 25.10.476 Interim distributions. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. [ 2009 c 188 s 504.] RCW 25.10.481 No distribution on account of dissociation. A person does not have a right to receive a distribution on account of dissociation. [ 2009 c 188 s 505.] RCW 25.10.486 Distribution in kind. A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to RCW 25.10.621(2), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions. [ 2009 c 188 s 506.] RCW 25.10.491 Right to distribution. When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount due and payable to the limited partnership by the partner or dissociated partner on whose account the distribution is made. [ 2022 c 42 s 203; 2009 c 188 s 507.] RCW 25.10.496 Limitations on distribution. (1) A limited partnership may not make a distribution in violation of the partnership agreement. (2) A limited partnership may not make a distribution to the extent that at the time of the distribution, after giving effect to the distribution: (a) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or (b) The limited partnership's total assets would be less than the sum of its total liabilities other than liabilities to partners on account of their partnership interests and liabilities for which recourse of creditors is limited to specified property of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability. (3) A limited partnership may base a determination that a distribution is not prohibited under subsection (2) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (4) Except as otherwise provided in subsection (7) of this section, the effect of a distribution under subsection (2) of this section is measured: (a) In the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and (b) In all other cases, as of the date: (i) The distribution is authorized, if the payment occurs within one hundred twenty days after that date; or (ii) The payment is made, if payment occurs more than one hundred twenty days after the distribution is authorized. (5) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors. (6) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (2) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section. (7) The effect of a distribution of indebtedness under subsection (2) of this section is measured: (a) In the case of a distribution of indebtedness described in subsection (6) of this section, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made; and (b) In the case of a distribution of any other indebtedness, the effect of the distribution is measured as of the date the indebtedness is distributed. [ 2022 c 42 s 204; 2009 c 188 s 508.] RCW 25.10.501 Liability for improper distributions. (1) A general partner that consents to a distribution made in violation of RCW 25.10.496 is personally liable to the limited partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with RCW 25.10.441. (2) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of RCW 25.10.496 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under RCW 25.10.496. (3) A general partner against which an action is commenced under subsection (1) of this section may: (a) Implead in the action any other person that is liable under subsection (1) of this section and compel contribution from the person; and (b) Implead in the action any person that received a distribution in violation of subsection (2) of this section and compel contribution from the person in the amount the person received in violation of subsection (2) of this section. (4) An action under this section is barred if it is not commenced within two years after the distribution. [ 2009 c 188 s 509.] RCW 25.10.511 Dissociation as limited partner. (1) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (2) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (a) The limited partnership's having notice of the person's express will to withdraw as a limited partner or on a later date specified by the person; (b) An event agreed to in the partnership agreement as causing the person's dissociation as a limited partner; (c) The person's expulsion as a limited partner pursuant to the partnership agreement; (d) The person's expulsion as a limited partner by the unanimous consent of the other partners if: (i) It is unlawful to carry on the limited partnership's activities with the person as a limited partner; (ii) There has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, that has not been foreclosed; (iii) The person is a corporation and, within ninety days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (iv) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (e) On application by the limited partnership, the person's expulsion as a limited partner by judicial order because: (i) The person engaged in wrongful conduct that adversely and materially affected the limited partnership's activities; (ii) The person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under RCW 25.10.341(2); or (iii) The person engaged in conduct relating to the limited partnership's activities that makes it not reasonably practicable to carry on the activities with the person as limited partner; (f) In the case of a person who is an individual, the person's death; (g) In the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; (h) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; (i) Termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; (j) The limited partnership's participation in a conversion or merger under article 11 of this chapter, if the limited partnership: (i) Is not the converted or surviving entity; or (ii) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner. [ 2009 c 188 s 601.] RCW 25.10.516 Effect of dissociation as limited partner. (1) Upon a person's dissociation as a limited partner: (a) Subject to RCW 25.10.561, the person does not have further rights as a limited partner; (b) The person's obligation of good faith and fair dealing as a limited partner under RCW 25.10.341(2) continues only as to matters arising and events occurring before the dissociation; and (c) Subject to RCW 25.10.561 and article 11 of this chapter, any transferable interest owned by the p