RCW 25.10.751 Definitions. In this article: (1) “Constituent limited partnership” means a constituent organization that is a limited partnership. (2) “Constituent organization” means an organization that is party to a merger. (3) “Converted organization” means the organization into which a converting organization converts pursuant to RCW 25.10.756 through 25.10.771. (4) “Converting limited partnership” means a […]
RCW 25.10.756 Conversion. (1) An organization other than a limited partnership may convert into a limited partnership, and a limited partnership may convert into another organization pursuant to this section and RCW 25.10.761 through 25.10.771 and a plan of conversion, if: (a) The other organization’s governing statute authorizes the conversion; (b) The conversion is not […]
RCW 25.10.761 Action on plan of conversion by converting limited partnership. (1) Subject to RCW 25.10.796, a plan of conversion must be consented to by all the partners of a converting limited partnership. (2) Subject to RCW 25.10.796 and any contractual rights, after a conversion is approved, and at any time before a filing is […]
RCW 25.10.766 Filings required for conversion—Effective date. (1) After a plan of conversion is approved: (a) A converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include: (i) A statement that the limited partnership has been converted into another organization; (ii) The name and form of the […]
RCW 25.10.771 Effect of conversion. (1) An organization 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) The title to all real estate and other property owned by the converting organization remains vested in the converted organization […]
RCW 25.10.776 Merger. (1) A limited partnership may merge with one or more other constituent organizations pursuant to this section and RCW 25.10.781 through 25.10.791 and a plan of merger, if: (a) The governing statute of each of the other organizations authorizes the merger; (b) The merger is not prohibited by the law of a […]
RCW 25.10.781 Action on plan of merger by constituent limited partnership. (1) Subject to RCW 25.10.796, a plan of merger must be consented to by all the partners of a constituent limited partnership. (2) Subject to RCW 25.10.796 and any contractual rights, after a merger is approved, and at any time before a filing is […]
RCW 25.10.786 Filings required for merger—Effective date. (1) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (a) Each constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (b) Each other constituent organization, by an authorized representative. (2) The articles of […]
RCW 25.10.791 Effect of merger. (1) When a merger becomes effective: (a) The surviving organization continues; (b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (c) The title to all real estate and other property owned by each constituent organization that ceases to exist vests in the […]
RCW 25.10.796 Restrictions on approval of conversions and mergers and on relinquishing LLLP status. (1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, […]
RCW 25.10.801 Liability of general partner after conversion or merger. (1) A conversion or merger under this article does not discharge any liability under RCW 25.10.401 and 25.10.541 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (a) The provisions of […]
RCW 25.10.806 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. (1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or […]
RCW 25.10.811 Article not exclusive. This article does not preclude an entity from being converted or merged under other law. [ 2009 c 188 § 1113.]
