25.10.006 – Short title.

RCW 25.10.006 Short title. This chapter may be known and cited as the uniform limited partnership act. [ 2009 c 188 § 101.]

25.10.011 – Definitions.

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 […]

25.10.016 – Knowledge and notice.

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 […]

25.10.021 – Nature, purpose, and duration of entity.

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 […]

25.10.031 – Powers.

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 […]

25.10.041 – Governing law.

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 § 106.]

25.10.051 – Supplemental principles of law—Rate of interest.

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 […]

25.10.061 – Name.

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 § 6102; 2009 c 188 § 108.] NOTES: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

25.10.071 – Reservation of name.

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 § 6103; 2009 c 188 § 109.] NOTES: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

25.10.081 – Effect of partnership agreement—Nonwaivable provisions.

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 […]

25.10.091 – Required information.

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 […]

25.10.101 – Business transactions of partner with partnership.

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 § […]

25.10.111 – Dual capacity.

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 […]

25.10.121 – Registered agent—Requirements.

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 § 6104; 2009 c 188 § 114.] NOTES: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

25.10.131 – Change of registered agent for service of process.

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 § 6105; 2009 c 188 § 115.] NOTES: Effective date—Contingent […]

25.10.141 – Resignation of agent for service of process.

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 § 6106; 2009 c […]

25.10.151 – Service of process.

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 § 6107; 2009 c 188 § 117.] NOTES: Effective date—Contingent effective date—2015 c 176: See […]

25.10.161 – Consent and proxies of partners.

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 § 118.]