Chapter 16.2 Development of Limited Partnership Law in Washington

• Jurisdiction: Washington

§16.2 DEVELOPMENT OF LIMITED PARTNERSHIP LAW IN WASHINGTON

This section sets out the history of Washington limited partnership law and the adoption of provisions of the NCCUSL's UBOC in Washington.

(1) History of Washington limited partnership law

Washington adopted the original ULPA in 1945. Laws of 1945, ch. 92. Ten years later, the 1945 limited partnership legislation was replaced with an act that was also based on the ULPA, Chapter 25.08 RCW. This act was repealed by Laws of 1981, ch. 51, effective as of January 1, 1982. In 1981, Washington adopted the RULPA, which was codified as Chapter 25.10 RCW. Adoption of the RULPA in Washington was facilitated by the work of a special revision committee appointed by the Corporation, Business and Banking Law Section of the Washington State Bar Association (WSBA), which reviewed the RULPA and recommended minor variations. Chapter 25.10 RCW became effective on January 1, 1982, and governed all Washington limited liability partnerships created after 1944.

In 1987, Washington adopted the 1985 amendments to the RULPA, Chapter 25.10 RCW, with certain local variations, which became effective July 26, 1987. Laws of 1987, ch. 55. In 1991 Washington enacted further amendments to Chapter 25.10 RCW that were essentially local variations from the RULPA. These amendments became effective on July 28, 1991. Nevertheless, the 1991 version of Chapter 25.10 RCW was not a stand-alone act, but was instead still linked to and dependent upon provisions of the Revised Uniform Partnership Act (RUPA), Chapter 25.05 RCW. Synopsis as Enacted, FINAL BILL REPORT SHB 1067, Washington State Legislature (2009), http://lawfilesext.leg.wa.gov/biennium/2009-10/Pdf/Bill%20Reports/House/1067-S%20HBR%20FBR%2009.pdf.

The 1991 version of Chapter 25.10 RCW governed Washington limited partnerships until January 1, 2010, the effective date of the Washington Uniform Limited Partnership Act (ULPA). See Laws of 2009, ch.188, also codified as Chapter 25.10 RCW. With certain exceptions, the ULPA applies to (1) all limited partnerships formed on or after January 1, 2010, as well as (2) those limited partnerships formed prior to January 1, 2010, that elect to be governed by the newer Act. Moreover, the statute addresses the liability of the limited partnership's general partners to third parties with respect to limited partnerships that elect to be governed by the revised Act.

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As a result of the delinking from the general...