{"data":{"id":"us-wa/rcw-25.10.581","jurisdiction":"us-wa","citation":"RCW 25.10.581","heading":"Winding up.","body":"(1) A limited partnership continues after dissolution only for the purpose of winding up its activities.\n(2) In winding up its activities, the limited partnership:\n(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\n(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.\n(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:\n(a) Has the powers of a general partner under RCW 25.10.586; and\n(b) Shall promptly amend the certificate of limited partnership to state:\n(i) That the limited partnership does not have a general partner;\n(ii) The name of the person that has been appointed to wind up the limited partnership; and\n(iii) The street and mailing address of the person.\n(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:\n(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\n(b) The applicant establishes other good cause.","path":["Title 25","Chapter 25.10"],"source_url":"https://app.leg.wa.gov/rcw/default.aspx?cite=25.10.581","current_through":"July 15, 2026","vintage":"","retrieved_at":"2026-09-06T01:40:38Z","sha256":"a75baf3cfe56a8f2ec8c5e474f1a64c448d21fcee1af81706b3b3ebe59a6c562","source_id":"us-wa","stale":false,"prev":"us-wa/rcw-25.10.576","next":"us-wa/rcw-25.10.586"},"notice":"GroundRules: Original legal text. Not legal advice."}