RCW 25.10.831 Definitions. In this article: (1) “Dissenter” means a partner who is entitled to dissent from a plan of merger and who exercises that right when and in the manner required by this article. (2) “Fair value,” with respect to a dissenter’s partnership interest, means the value of the partnership interest immediately before the […]
RCW 25.10.836 Partner—Dissent—Payment of fair value. (1) Except as provided in RCW 25.10.846 or 25.10.856(2), a partner of a domestic limited partnership is entitled to dissent from, and obtain payment of, the fair value of the partner’s partnership interest in the event of consummation of a plan of merger to which the limited partnership is […]
RCW 25.10.841 Dissenters’ rights—Notice—Timing. (1) Not less than ten days prior to the approval of a plan of merger, the limited 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 […]
RCW 25.10.846 Partner—Dissent—Voting restriction. A partner 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 payment for the […]
RCW 25.10.851 Partners—Dissenters’ notice—Requirements. (1) If the plan of merger is approved, the limited partnership shall deliver a written dissenters’ notice to all partners who satisfied the requirements of RCW 25.10.846. (2) The dissenters’ notice required by RCW 25.10.841(2) or by subsection (1) of this section must be sent within ten days after the approval […]
RCW 25.10.856 Partner—Payment demand—Entitlement. (1) A partner who demands payment retains all other rights of a partner until the proposed merger becomes effective. (2) A partner sent a dissenters’ notice who does not demand payment by the date set in the dissenters’ notice is not entitled to payment for the partner’s partnership interest under this […]
RCW 25.10.861 Partnership interests—Transfer restrictions. The limited partnership may restrict the transfer of partnership interests from the date the demand for their payment is received until the proposed merger becomes effective or the restriction is released under this article. [ 2009 c 188 § 1207.]
RCW 25.10.866 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 limited partnership shall pay each dissenter who complied with RCW 25.10.856 the amount the limited partnership estimates to be the fair value of the partnership […]
RCW 25.10.871 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 limited partnership shall release any transfer restrictions imposed as permitted by RCW 25.10.861. (2) If, after releasing transfer restrictions, the proposed merger becomes effective, the limited partnership […]
RCW 25.10.876 Dissenter’s estimate of fair value—Notice. (1) A dissenter may notify the limited partnership in writing of the dissenter’s own estimate of the fair value of the dissenter’s partnership interest and amount of interest due, and demand payment of the dissenter’s estimate, less any payment under RCW 25.10.866; if: (a) The dissenter believes that […]
RCW 25.10.881 Unsettled demand for payment—Proceeding—Parties—Appraisers. (1) If a demand for payment under RCW 25.10.876 remains unsettled, the limited partnership shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the partnership interest and accrued interest. If the limited partnership does not commence […]
RCW 25.10.886 Unsettled demand for payment—Costs, fees, and expenses of counsel. (1) The court in a proceeding commenced under RCW 25.10.881 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 limited partnership, except that the court may […]
