RCW 25.05.420 Definitions. The definitions in this section apply throughout this article, unless the context clearly requires otherwise. (1) “Partnership” means the domestic partnership in which the dissenter holds or held a partnership interest, or the surviving partnership, limited liability company, limited partnership, or corporation by merger, whether foreign or domestic, of that partnership. (2) […]
RCW 25.05.425 Partner—Dissent—Payment of fair value. (1) Except as provided in RCW 25.05.435 or 25.05.445(2), a partner in a domestic partnership is entitled to dissent from, and obtain payment of the fair value of the partner’s interest in a partnership in the event of consummation of a plan of merger to which the partnership is […]
RCW 25.05.430 Dissenters’ rights—Notice—Timing. (1) Not less than ten days prior to the approval of a plan of merger, the partnership must send a written notice to all partners who are entitled to vote on or approve the plan of merger that they may be entitled to assert dissenters’ rights under this article. Such notice […]
RCW 25.05.435 Partner—Dissent—Voting restriction. A partner of a partnership who is entitled to vote on or approve the plan of merger and who wishes to assert dissenters’ rights must not vote in favor of or approve the plan of merger. A partner who does not satisfy the requirements of this section is not entitled to […]
RCW 25.05.440 Partners—Dissenters’ notice—Requirements. (1) If the plan of merger is approved, the partnership shall deliver a written dissenters’ notice to all partners who satisfied the requirements of RCW 25.05.435. (2) The dissenters’ notice required by RCW 25.05.430(2) or by subsection (1) of this section must be sent within ten days after the approval of […]
RCW 25.05.445 Partner—Payment demand—Entitlement. (1) A partner who demands payment retains all other rights of a partner in the partnership until the proposed merger becomes effective. (2) A partner in a partnership sent a dissenters’ notice who does not demand payment by the date set in the dissenters’ notice is not entitled to payment for […]
RCW 25.05.450 Partners’ interests—Transfer restriction. The partnership agreement may restrict the transfer of partners’ interests in the partnership from the date the demand for their payment is received until the proposed merger becomes effective or the restriction is released under this article. [ 1998 c 103 § 1007.]
RCW 25.05.455 Payment of fair value—Requirements for compliance. (1) Within thirty days of the later of the date the proposed merger becomes effective, or the payment demand is received, the partnership shall pay each dissenter who complied with RCW 25.05.445 the amount the partnership estimates to be the fair value of the dissenting partner’s interest […]
RCW 25.05.460 Merger—Not effective within sixty days—Transfer restrictions. (1) If the proposed merger does not become effective within sixty days after the date set for demanding payment, the partnership shall release any transfer restrictions imposed as permitted by RCW 25.05.450. (2) If, after releasing transfer restrictions, the proposed merger becomes effective, the partnership must send […]
RCW 25.05.465 Dissenter’s estimate of fair value—Notice. (1) A dissenting partner may notify the partnership in writing of the dissenter’s own estimate of the fair value of the dissenter’s interest in the partnership, and amount of interest due, and demand payment of the dissenter’s estimate, less any payment under RCW 25.05.460, if: (a) The dissenter […]
RCW 25.05.470 Unsettled demand for payment—Proceeding—Parties—Appraisers. (1) If a demand for payment under RCW 25.05.445 remains unsettled, the partnership shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the dissenting partner’s interest in the partnership, and accrued interest. If the partnership does […]
RCW 25.05.475 Unsettled demand for payment—Costs—Fees and expenses of counsel. (1) The court in a proceeding commenced under RCW 25.05.470 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the partnership, except that the court may assess the […]
