(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.

Terms Used In Washington Code 25.10.581

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: may be construed to include the United States, this state, or any state or territory, or any public or private corporation or limited liability company, as well as an individual. See Washington Code 1.16.080
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
(2) In winding up its activities, the limited partnership:
(a) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in RCW 25.10.221, and perform other necessary acts; and
(b) Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
(3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(a) Has the powers of a general partner under RCW 25.10.586; and
(b) Shall promptly amend the certificate of limited partnership to state:
(i) That the limited partnership does not have a general partner;
(ii) The name of the person that has been appointed to wind up the limited partnership; and
(iii) The street and mailing address of the person.
(4) On the application of any partner, or, if there are no partners, any transferee of a partner’s transferable interest, the Thurston county superior court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:
(a) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (3) of this section; or
(b) The applicant establishes other good cause.
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