RCW 25.05.350 Definitions. The definitions in this article [section] apply throughout this article unless the context clearly requires otherwise: (1) “General partner” means a partner in a partnership and a general partner in a limited partnership. (2) “Limited partner” means a limited partner in a limited partnership. (3) “Limited partnership” means a limited partnership created […]
RCW 25.05.355 Conversion of partnership to limited partnership. (1) A partnership may be converted to a limited partnership pursuant to this section. (2) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in […]
RCW 25.05.360 Conversion of limited partnership to partnership. (1) A limited partnership may be converted to a partnership pursuant to this section. (2) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the […]
RCW 25.05.365 Effect of conversion—Entity unchanged. (1) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) All property owned by the converting partnership or limited partnership remains vested in the converted entity; […]
RCW 25.05.370 Merger of partnerships. (1) One or more domestic partnerships may merge with one or more domestic partnerships, domestic limited partnerships, domestic limited liability companies, or domestic corporations pursuant to a plan of merger approved or adopted as provided in RCW 25.05.375. (2) The plan of merger must set forth: (a) The name of […]
RCW 25.05.375 Merger—Plan—Approval. (1) Unless otherwise provided in the partnership agreement, approval of a plan of merger by a domestic partnership party to the merger shall occur when the plan is approved by all of the partners. (2) If a domestic limited partnership is a party to the merger, the plan of merger shall be […]
RCW 25.05.380 Articles of merger—Filing. (1) Except as otherwise provided in subsection (2) of this section, after a plan of merger is approved or adopted, the surviving partnership, limited liability company, limited partnership, or corporation shall deliver to the secretary of state for filing articles of merger setting forth: (a) The plan of merger; (b) […]
RCW 25.05.385 Effect of merger. (1) When a merger takes effect: (a) Every other partnership, limited liability company, limited partnership, or corporation that is party to the merger merges into the surviving partnership, limited liability company, limited partnership, or corporation and the separate existence of every partnership, limited liability company, limited partnership, or corporation except […]
RCW 25.05.390 Merger—Foreign and domestic. (1) One or more foreign partnerships, foreign limited liability companies, foreign limited partnerships, and foreign corporations may merge with one or more domestic partnerships, domestic limited liability companies, domestic limited partnerships, or domestic corporations if: (a) The merger is permitted by the law of the jurisdiction under which each foreign […]
RCW 25.05.395 Nonexclusive. This article is not exclusive. Partnerships, limited partnerships, limited liability companies, or corporations may be converted or merged in any other manner provided by law. [ 1998 c 103 § 910.]
