§ 25.10.006 Short title
§ 25.10.011 Definitions
§ 25.10.016 Knowledge and notice
§ 25.10.021 Nature, purpose, and duration of entity
§ 25.10.031 Powers
§ 25.10.041 Governing law
§ 25.10.051 Supplemental principles of law — Rate of interest
§ 25.10.061 Name
§ 25.10.071 Reservation of name
§ 25.10.081 Effect of partnership agreement — Nonwaivable provisions
§ 25.10.091 Required information
§ 25.10.101 Business transactions of partner with partnership
§ 25.10.111 Dual capacity
§ 25.10.121 Registered agent — Requirements
§ 25.10.131 Change of registered agent for service of process
§ 25.10.141 Resignation of agent for service of process
§ 25.10.151 Service of process
§ 25.10.161 Consent and proxies of partners
§ 25.10.201 Formation of limited partnership — Certificate of limited partnership
§ 25.10.211 Amendment or restatement of certificate of limited partnership
§ 25.10.221 Statement of termination
§ 25.10.231 Signing of records
§ 25.10.241 Signing and filing pursuant to judicial order
§ 25.10.251 Delivery to and filing of records by secretary of state — Effective time and date
§ 25.10.261 Correcting filed record
§ 25.10.271 Liability for false information in filed record
§ 25.10.281 Certificate of existence or registration
§ 25.10.291 Annual report for secretary of state
§ 25.10.301 Becoming limited partner
§ 25.10.311 No right or power as limited partner to bind limited partnership
§ 25.10.321 No liability as limited partner for limited partnership obligations
§ 25.10.331 Right of limited partner and former limited partner to information
§ 25.10.341 Limited duties of limited partners
§ 25.10.351 Person erroneously believing self to be limited partner
§ 25.10.371 Becoming general partner
§ 25.10.381 General partner agent of limited partnership
§ 25.10.391 Limited partnership liable for general partner’s actionable conduct
§ 25.10.401 General partner’s liability
§ 25.10.411 Actions by and against partnership and partners
§ 25.10.421 Management rights of general partner
§ 25.10.431 Right of general partner and former general partner to information
§ 25.10.441 General standards of general partner’s conduct
§ 25.10.461 Form of contribution
§ 25.10.466 Liability for contribution
§ 25.10.471 Sharing of distributions
§ 25.10.476 Interim distributions
§ 25.10.481 No distribution on account of dissociation
§ 25.10.486 Distribution in kind
§ 25.10.491 Right to distribution
§ 25.10.496 Limitations on distribution
§ 25.10.501 Liability for improper distributions
§ 25.10.511 Dissociation as limited partner
§ 25.10.516 Effect of dissociation as limited partner
§ 25.10.521 Dissociation as general partner
§ 25.10.526 Person’s power to dissociate as general partner — Wrongful dissociation
§ 25.10.531 Effect of dissociation as general partner
§ 25.10.536 Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner
§ 25.10.541 Liability to other persons of person dissociated as general partner
§ 25.10.546 Partner’s transferable interest
§ 25.10.551 Transfer of partner’s transferable interest
§ 25.10.556 Rights of creditor of partner or transferee
§ 25.10.561 Power of estate of deceased partner
§ 25.10.571 Nonjudicial dissolution
§ 25.10.576 Judicial dissolution
§ 25.10.581 Winding up
§ 25.10.586 Power of general partner and person dissociated as general partner to bind partnership after dissolution
§ 25.10.591 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner
§ 25.10.596 Known claims against dissolved limited partnership
§ 25.10.601 Other claims against dissolved limited partnership
§ 25.10.606 Liability of general partner and person dissociated as general partner when claim against limited partnership barred
§ 25.10.611 Administrative dissolution
§ 25.10.616 Reinstatement following administrative dissolution
§ 25.10.621 Disposition of assets — When contributions required
§ 25.10.641 Effect of registration and governing law
§ 25.10.646 Registration with the secretary of state
§ 25.10.651 Activities not constituting transacting business
§ 25.10.661 Name of foreign limited partnership
§ 25.10.666 Termination of registration
§ 25.10.671 Withdrawal of registration
§ 25.10.701 Direct action by partner
§ 25.10.706 Derivative action
§ 25.10.711 Proper plaintiff
§ 25.10.716 Pleading
§ 25.10.721 Proceeds and expenses
§ 25.10.751 Definitions
§ 25.10.756 Conversion
§ 25.10.761 Action on plan of conversion by converting limited partnership
§ 25.10.766 Filings required for conversion — Effective date
§ 25.10.771 Effect of conversion
§ 25.10.776 Merger
§ 25.10.781 Action on plan of merger by constituent limited partnership
§ 25.10.786 Filings required for merger — Effective date
§ 25.10.791 Effect of merger
§ 25.10.796 Restrictions on approval of conversions and mergers and on relinquishing LLLP status
§ 25.10.801 Liability of general partner after conversion or merger
§ 25.10.806 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
§ 25.10.811 Article not exclusive
§ 25.10.831 Definitions
§ 25.10.836 Partner — Dissent — Payment of fair value
§ 25.10.841 Dissenters’ rights — Notice — Timing
§ 25.10.846 Partner — Dissent — Voting restriction
§ 25.10.851 Partners — Dissenters’ notice — Requirements
§ 25.10.856 Partner — Payment demand — Entitlement
§ 25.10.861 Partnership interests — Transfer restrictions
§ 25.10.866 Payment of fair value — Requirements for compliance
§ 25.10.871 Merger — Not effective within sixty days — Transfer restrictions
§ 25.10.876 Dissenter’s estimate of fair value — Notice
§ 25.10.881 Unsettled demand for payment — Proceeding — Parties — Appraisers
§ 25.10.886 Unsettled demand for payment — Costs, fees, and expenses of counsel
§ 25.10.901 Uniformity of application and construction
§ 25.10.903 Effective date — 2009 c 188
§ 25.10.906 Relation to electronic signatures in global and national commerce act
§ 25.10.911 Application to existing relationships
§ 25.10.916 Applicable fees, charges, and penalties
§ 25.10.921 Authority to adopt rules
§ 25.10.926 Savings clause

Terms Used In Washington Code > Chapter 25.10 - Uniform limited partnership act

  • 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.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Statute: A law passed by a legislature.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trustee: A person or institution holding and administering property in trust.
  • Writ: A formal written command, issued from the court, requiring the performance of a specific act.