(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, unless:

Terms Used In Washington Code 25.10.796

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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.
(a) The limited partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(b) The partner has consented to the provision of the partnership agreement.
(2) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(a) The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and
(b) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(3) A partner does not give the consent required by subsection (1) or (2) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
  Previous section
Next section  
 Chapter 25.10 Contents