Limited Partnership Agreement (Washington)

LIMITED PARTNERSHIP AGREEMENT

STATE OF WASHINGTON

This Limited Partnership Agreement ("Agreement") is entered into effective as of [__/__/____] ("Effective Date"), by and among the General Partner(s) and Limited Partner(s) identified herein, pursuant to the Washington Uniform Limited Partnership Act, RCW Chapter 25.10.

ARTICLE I: FORMATION AND NAME

1.1 Formation

The undersigned hereby form a limited partnership ("Partnership") under the laws of the State of Washington pursuant to RCW 25.10.201 and the Washington Uniform Limited Partnership Act (RCW Chapter 25.10).

1.2 Name

The name of the Partnership shall be:

[________________________________], LP

The Partnership name complies with Article 3 of RCW Chapter 23.95 and includes the designation "Limited Partnership," "LP," or "L.P."

1.3 Certificate of Limited Partnership

The General Partner(s) shall file a Certificate of Limited Partnership with the Washington Secretary of State containing:

☐ The name of the limited partnership
☐ The name and address of the registered agent for service of process
☐ The name and street/mailing address of each general partner
☐ Whether the limited partnership is a limited liability limited partnership (LLLP)
☐ Any additional required information under RCW 25.10.201

1.4 Principal Office

The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

1.5 Registered Agent

The Partnership's registered agent for service of process in Washington shall be:

Name: [________________________________]
Street Address: [________________________________]
Mailing Address: [________________________________]

1.6 Term

The Partnership shall commence upon the filing of the Certificate of Limited Partnership with the Washington Secretary of State and shall continue:

☐ Perpetually until dissolved in accordance with this Agreement or applicable law
☐ Until [__/__/____]
☐ Until the occurrence of the following event: [________________________________]

ARTICLE II: PURPOSE AND POWERS

2.1 Purpose

The Partnership is formed for the following lawful purposes:

[________________________________]
[________________________________]
[________________________________]

2.2 Powers

Pursuant to RCW 25.10.031, the Partnership shall have the power to:

(a) Sue and be sued, and defend in its own name;
(b) Purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and deal with real or personal property;
(c) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of property;
(d) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations;
(e) Lend money, invest and reinvest its funds;
(f) Conduct its activities, locate offices, and exercise powers in any jurisdiction;
(g) Appoint managers, employees, and agents;
(h) Pay compensation and employee benefits;
(i) Make donations for charitable, scientific, educational, or benevolent purposes;
(j) Indemnify partners, employees, and agents;
(k) Make and amend operating agreements;
(l) Engage in any lawful business or activity; and
(m) Exercise all powers necessary or convenient to carry out Partnership purposes.

ARTICLE III: PARTNERS AND CAPITAL CONTRIBUTIONS

3.1 General Partner(s)

The following individual(s) or entity(ies) are admitted as General Partner(s):

3.2 Limited Partner(s)

The following individual(s) or entity(ies) are admitted as Limited Partner(s):

3.3 Form of Contribution

Pursuant to RCW 25.10.461, contributions may consist of:

☐ Cash
☐ Property (tangible or intangible)
☐ Services rendered
☐ Promissory note or other binding obligation to contribute cash, property, or perform services
☐ Other benefit to the Partnership as specified: [________________________________]

3.4 Valuation of Non-Cash Contributions

Non-cash contributions shall be valued as follows:

(a) Real property: Fair market value as determined by a licensed Washington appraiser
(b) Personal property: Fair market value agreed upon by all Partners
(c) Services: Value agreed upon by all Partners
(d) Intangible property: Value agreed upon by all Partners or by independent valuation

Description of non-cash contributions:

3.5 Capital Accounts

A separate capital account shall be maintained for each Partner, which shall be:

(a) Credited with the Partner's capital contributions and allocated share of Partnership profits;
(b) Debited with the Partner's distributions and allocated share of Partnership losses;
(c) Adjusted as required by Treasury Regulations under Internal Revenue Code Section 704(b).

3.6 Additional Contributions

(a) No Partner shall be required to make additional capital contributions beyond their initial contribution unless:

☐ Unanimously agreed by all Partners
☐ Agreed by Partners holding [____]% or more of Partnership interests
☐ As otherwise provided: [________________________________]

(b) If additional contributions are approved, Partners shall have the right to contribute proportionally to their existing interests.

(c) Failure to make a required additional contribution shall result in:

☐ Dilution of the non-contributing Partner's interest
☐ Treatment as a loan from contributing Partners at [____]% annual interest
☐ Other: [________________________________]

3.7 Return of Contributions

(a) No Partner shall have the right to withdraw or demand return of any capital contribution except as provided in this Agreement or upon dissolution;
(b) No Partner shall receive interest on capital contributions unless expressly provided herein;
(c) Capital contributions shall be returned only in accordance with the distribution provisions of this Agreement.

3.8 Liability for Contribution

Pursuant to RCW 25.10.466:

(a) A Partner's obligation to contribute is not excused by death, disability, or other inability to perform;
(b) A creditor of the Partnership who extends credit in reliance on an unfulfilled contribution obligation may enforce the obligation.

ARTICLE IV: ALLOCATION OF PROFITS AND LOSSES

4.1 Net Profits

Net Profits shall be allocated among the Partners as follows:

☐ Option A - Per Capita: Equally among all Partners
☐ Option B - Pro Rata: In proportion to each Partner's Percentage Interest
☐ Option C - Tiered Allocation:

First, [____]% to General Partner(s) as a management fee;
Then, [____]% to Limited Partner(s) until they receive [____]% return on capital;
Thereafter, [____]% to General Partner(s) and [____]% to Limited Partner(s) pro rata.

☐ Option D - Custom Allocation: [________________________________]

4.2 Net Losses

Net Losses shall be allocated among the Partners as follows:

☐ In proportion to each Partner's Percentage Interest
☐ First, to Partners with positive capital account balances, then pro rata
☐ Custom allocation: [________________________________]

4.3 Special Allocations

(a) Qualified Income Offset: If a Partner unexpectedly receives an adjustment, allocation, or distribution that creates or increases a deficit in their capital account, items of income and gain shall be specially allocated to that Partner to eliminate the deficit as quickly as possible.

(b) Minimum Gain Chargeback: Allocations shall comply with the minimum gain chargeback requirements of Treasury Regulation Section 1.704-2.

(c) Nonrecourse Deductions: Nonrecourse deductions shall be allocated among Partners in accordance with their Percentage Interests.

4.4 Tax Allocations

(a) Tax items shall be allocated consistently with the allocation of corresponding book items;
(b) Section 704(c) allocations shall be made using the: ☐ Traditional Method ☐ Traditional Method with Curative Allocations ☐ Remedial Allocation Method;
(c) The Partnership intends that allocations have substantial economic effect under Treasury Regulations.

ARTICLE V: DISTRIBUTIONS

5.1 Timing of Distributions

Pursuant to RCW 25.10.476, distributions shall be made:

☐ Quarterly, within [____] days after the end of each calendar quarter
☐ Annually, within [____] days after the end of each fiscal year
☐ At such times as determined by the General Partner(s)
☐ As follows: [________________________________]

5.2 Amount of Distributions

(a) The General Partner(s) shall determine the amount available for distribution after:

• Payment of all Partnership debts and obligations;
• Setting aside reasonable reserves for contingencies, working capital, and anticipated expenses;
• Compliance with RCW 25.10.496 distribution limitations.

(b) Distributions shall not be made if, after giving effect to the distribution:

• The Partnership would be unable to pay its debts as they become due in the ordinary course; or
• The Partnership's total assets would be less than the sum of its total liabilities.

5.3 Order of Distributions

Distributions shall be made in the following order of priority:

(a) First, to Partners in proportion to and to the extent of their positive capital account balances attributable to unreturned capital contributions;
(b) Second, to Partners in proportion to their Percentage Interests.

☐ Alternative distribution order: [________________________________]

5.4 Distributions in Kind

(a) With approval of [____]% of Partners, distributions may be made in property other than cash;
(b) Property distributed in kind shall be valued at fair market value;
(c) Partners shall be treated as receiving a distribution equal to the fair market value of property received.

5.5 Tax Distributions

The Partnership shall distribute to each Partner, at least annually, an amount sufficient to enable such Partner to pay federal and state income taxes on Partnership income allocated to such Partner, calculated at the highest marginal rate applicable to individuals.

5.6 Liability for Improper Distributions

Pursuant to RCW 25.10.501:

(a) A General Partner who consents to a distribution in violation of RCW 25.10.496 is personally liable to the Partnership;
(b) A Partner or transferee who knew of the improper distribution at the time received is liable to return the distribution.

ARTICLE VI: MANAGEMENT AND OPERATIONS

6.1 General Partner Authority

Pursuant to RCW 25.10.381 and 25.10.421, the General Partner(s) shall have full and exclusive authority to manage the business and affairs of the Partnership, including the power to:

(a) Execute contracts, agreements, and instruments on behalf of the Partnership;
(b) Open and maintain bank accounts and sign checks;
(c) Employ and terminate employees, agents, and independent contractors;
(d) Purchase, lease, or otherwise acquire property for Partnership purposes;
(e) Sell, exchange, or dispose of Partnership property;
(f) Borrow money and grant security interests in Partnership assets;
(g) Commence, prosecute, defend, or settle litigation;
(h) Make tax elections on behalf of the Partnership;
(i) Admit new Partners in accordance with this Agreement;
(j) Take all actions necessary or appropriate to carry out Partnership business.

6.2 Actions Requiring Consent

Notwithstanding Section 6.1, the following actions shall require approval of:

Actions requiring consent of all General Partners:

☐ Borrowing in excess of $[________________]
☐ Sale of substantially all Partnership assets
☐ Merger, conversion, or domestication of the Partnership
☐ Amendment of this Agreement
☐ Other: [________________________________]

Actions requiring consent of Limited Partners holding [____]% or more of Limited Partner interests:

☐ Admission of new General Partners
☐ Amendment of Articles III, IV, V, or X
☐ Dissolution of the Partnership
☐ Sale or encumbrance of real property
☐ Transactions with affiliates exceeding $[________________]
☐ Other: [________________________________]

6.3 Standards of Conduct for General Partners

Pursuant to RCW 25.10.441, General Partners shall:

(a) Duty of Loyalty: Account for property, profits, or benefits derived from Partnership activities; refrain from dealing with the Partnership adversely; refrain from competing with the Partnership;

(b) Duty of Care: Act with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner reasonably believed to be in the Partnership's best interest;

(c) Good Faith and Fair Dealing: Discharge duties and exercise rights consistently with the obligation of good faith and fair dealing.

6.4 Limited Partner Rights

Pursuant to RCW 25.10.311 and 25.10.321:

(a) A Limited Partner does not have the right or power as a Limited Partner to act for or bind the Partnership;
(b) A Limited Partner is not liable for Partnership obligations solely by reason of being a Limited Partner;
(c) A Limited Partner's liability is limited to:

• The amount of their capital contribution;
• Their share of undistributed Partnership assets;
• Any amounts they are obligated to contribute under this Agreement.

6.5 Limited Partner Participation

A Limited Partner may:

(a) Be an employee, agent, or contractor of the Partnership;
(b) Consult with and advise General Partners regarding Partnership business;
(c) Act as surety or guarantor for Partnership obligations;
(d) Approve or disapprove amendments to this Agreement;
(e) Vote on matters specified in this Agreement or required by law;
(f) Participate in activities described in RCW 25.10.321 without losing limited liability protection.

6.6 Meetings

(a) Annual Meeting: The Partners shall hold an annual meeting at [________________________________] or as otherwise designated;

(b) Special Meetings: May be called by any General Partner or Limited Partners holding at least [____]% of Limited Partner interests;

(c) Notice: Written notice of meetings shall be provided at least [____] days in advance;

(d) Quorum: A quorum shall consist of Partners holding [____]% of Partnership interests;

(e) Voting: Each Partner shall vote in proportion to their Percentage Interest unless otherwise specified.

6.7 Compensation of General Partners

(a) General Partners shall receive the following compensation for services rendered:

☐ Annual management fee of $[________________]
☐ [____]% of gross revenues
☐ [____]% of net profits
☐ Other: [________________________________]

(b) General Partners shall be reimbursed for reasonable out-of-pocket expenses incurred on Partnership business.

6.8 Indemnification

(a) The Partnership shall indemnify and hold harmless each General Partner from any claim, loss, liability, damage, or expense arising from Partnership activities, except for:

• Willful misconduct or gross negligence;
• Breach of fiduciary duty;
• Acts outside the scope of authority;
• Violations of law.

(b) The Partnership may advance expenses to General Partners pending final determination of indemnification.

ARTICLE VII: LIMITED PARTNER LIABILITY PROTECTION

7.1 Liability Shield

Pursuant to RCW 25.10.321, a Limited Partner is not personally liable for an obligation of the Partnership solely by reason of being a Limited Partner, regardless of whether the Limited Partner participates in the management and control of the Partnership.

7.2 No Binding Authority

Pursuant to RCW 25.10.311, a Limited Partner does not have the right or power as a Limited Partner to act for or bind the Partnership.

7.3 Extent of Liability

A Limited Partner's liability for Partnership obligations shall not exceed:

(a) The amount of the Limited Partner's capital contribution;
(b) The Limited Partner's share of undistributed Partnership assets; and
(c) Any amounts the Limited Partner is obligated to contribute under this Agreement or RCW 25.10.466.

7.4 Activities Not Affecting Limited Liability

A Limited Partner does not lose limited liability protection by:

(a) Participating in management decisions as permitted by this Agreement;
(b) Consulting with or advising General Partners;
(c) Acting as an employee, agent, or contractor of the Partnership;
(d) Being a guarantor of Partnership obligations;
(e) Exercising rights and powers granted under this Agreement or the Act.

ARTICLE VIII: BOOKS, RECORDS, AND INFORMATION

8.1 Books and Records

The Partnership shall maintain the following records at its principal office:

(a) A current list of Partners showing names, addresses, and capital contributions;
(b) Copies of federal, state, and local tax returns for the past three years;
(c) Copies of this Agreement and all amendments;
(d) Copies of the Certificate of Limited Partnership and all amendments;
(e) Financial statements for the past three years;
(f) Minutes of all Partner meetings and written consents;
(g) A record of all capital contributions and distributions.

8.2 Right to Information

Pursuant to RCW 25.10.331 and 25.10.431:

(a) Limited Partners: May inspect and copy required Partnership information during regular business hours upon reasonable notice;

(b) General Partners: May inspect and copy any Partnership record;

(c) Former Partners: Retain information rights as to the period during which they were Partners.

8.3 Financial Reports

The General Partner(s) shall provide the following financial information to all Partners:

☐ Monthly financial statements within [____] days of month end
☐ Quarterly financial statements within [____] days of quarter end
☐ Annual financial statements within [____] days of year end
☐ Annual tax information (Schedule K-1) by March 15 of each year
☐ Other: [________________________________]

8.4 Accounting Method

The Partnership shall maintain its books using:

☐ Cash basis accounting
☐ Accrual basis accounting

8.5 Fiscal Year

The fiscal year of the Partnership shall end on:

☐ December 31
☐ [________________________________]

8.6 Confidentiality

Partners shall maintain the confidentiality of Partnership financial and business information, except as required by law or consented to by the General Partner(s).

ARTICLE IX: TRANSFER OF PARTNERSHIP INTERESTS

9.1 General Restrictions

Pursuant to RCW 25.10.551:

(a) A Partner may transfer their transferable interest in the Partnership, subject to the restrictions in this Article;
(b) A transfer does not entitle the transferee to participate in management or become a Partner;
(c) A transfer only entitles the transferee to receive distributions the transferor would have received.

9.2 Permitted Transfers

A Partner may transfer their interest without consent to:

(a) A revocable living trust for the Partner's benefit;
(b) A family member (spouse, children, grandchildren, parents, siblings);
(c) An entity wholly owned by the Partner;
(d) Other: [________________________________]

9.3 Prohibited Transfers

No Partner shall transfer their interest if the transfer would:

(a) Violate applicable securities laws;
(b) Cause the Partnership to terminate for federal tax purposes under IRC Section 708;
(c) Result in the Partnership having more than [____] Partners;
(d) Cause the Partnership to be treated as a publicly traded partnership.

9.4 Right of First Refusal

(a) A Partner wishing to transfer their interest ("Selling Partner") shall first offer the interest to:

☐ The Partnership
☐ The other Partners pro rata
☐ The General Partner(s)

(b) The Selling Partner shall provide written notice including the proposed price, terms, and identity of the proposed transferee;

(c) The Partnership or other Partners shall have [____] days to exercise the right of first refusal;

(d) If the right is not exercised, the Selling Partner may complete the transfer on terms no more favorable than those offered.

9.5 Required Consents

Transfer of a Partnership interest (other than Permitted Transfers) requires:

☐ Consent of all General Partners
☐ Consent of General Partners and Limited Partners holding [____]% of interests
☐ Consent of Partners holding [____]% of all Partnership interests
☐ Other: [________________________________]

9.6 Admission of Transferee as Partner

A transferee may be admitted as a Partner only if:

(a) Required consents are obtained;
(b) The transferee executes a written agreement to be bound by this Agreement;
(c) The transferee provides representations and warranties as reasonably requested;
(d) All transfer documentation and fees are completed.

9.7 Charging Orders

Pursuant to RCW 25.10.556:

(a) A creditor of a Partner may obtain a charging order against the Partner's transferable interest;
(b) A charging order constitutes a lien on the Partner's transferable interest;
(c) The court may foreclose upon the interest subject to the charging order;
(d) The Partnership shall not be required to provide information to a creditor holding a charging order except as required by court order.

ARTICLE X: ADMISSION OF NEW PARTNERS

10.1 Admission of New Limited Partners

(a) New Limited Partners may be admitted upon:

☐ Consent of all General Partners
☐ Consent of General Partners and Limited Partners holding [____]% of interests
☐ Other: [________________________________]

(b) New Limited Partners shall execute a written agreement to be bound by this Agreement.

10.2 Admission of New General Partners

(a) New General Partners may be admitted upon:

☐ Unanimous consent of all existing Partners
☐ Consent of Partners holding [____]% of Partnership interests
☐ Other: [________________________________]

(b) The Certificate of Limited Partnership shall be amended to reflect new General Partners.

10.3 Terms of Admission

Upon admission, new Partners shall:

(a) Make capital contributions as agreed;
(b) Execute this Agreement or an amendment hereto;
(c) Provide representations regarding accredited investor status if applicable;
(d) Pay any admission fees or expenses.

ARTICLE XI: WITHDRAWAL AND DISSOCIATION

11.1 Voluntary Withdrawal of Limited Partners

Pursuant to RCW 25.10.511:

(a) A Limited Partner may withdraw from the Partnership upon [____] days written notice to the General Partner(s);

(b) A withdrawing Limited Partner shall receive distributions in accordance with Article V;

(c) Withdrawal does not release a Limited Partner from obligations arising before withdrawal.

11.2 Events of Dissociation - Limited Partners

A Limited Partner is dissociated from the Partnership upon:

(a) Notice of withdrawal;
(b) Death or adjudication of incompetence;
(c) Termination, dissolution, or cancellation of an entity Partner;
(d) Expulsion by unanimous consent of other Partners for:

• Material breach of this Agreement;
• Conduct making it impracticable to continue the Partnership;
• Willful misconduct;
  (e) Transfer of all transferable interest;
  (f) Expulsion by court order upon application by the Partnership.

11.3 Voluntary Withdrawal of General Partners

Pursuant to RCW 25.10.521:

(a) A General Partner may withdraw from the Partnership upon [____] days written notice;

(b) Withdrawal in violation of this Agreement is wrongful and subjects the withdrawing General Partner to liability for damages.

11.4 Events of Dissociation - General Partners

A General Partner is dissociated from the Partnership upon:

(a) Notice of withdrawal;
(b) Removal pursuant to this Agreement;
(c) Death or adjudication of incompetence;
(d) Appointment of a receiver, trustee, or liquidator;
(e) Termination, dissolution, or cancellation of an entity General Partner;
(f) Expulsion by:

• Unanimous consent of other Partners;
• Court order;
  (g) Bankruptcy or insolvency.

11.5 Effect of Dissociation

(a) Upon dissociation, a Partner ceases to be a Partner but retains rights as a transferee;
(b) Dissociation of a General Partner does not automatically dissolve the Partnership if there remains at least one General Partner;
(c) If there are no remaining General Partners, Limited Partners may appoint a new General Partner within [____] days to continue the Partnership.

11.6 Purchase of Dissociated Partner's Interest

Upon dissociation, the Partnership or remaining Partners may purchase the dissociated Partner's interest at:

☐ Fair market value determined by independent appraisal
☐ Book value as of the date of dissociation
☐ Formula: [________________________________]
☐ Other: [________________________________]

ARTICLE XII: DISSOLUTION AND WINDING UP

12.1 Events of Dissolution

Pursuant to RCW 25.10.571, the Partnership shall dissolve upon:

(a) Consent of all Partners;
(b) Consent of General Partners and Limited Partners owning [____]% of distribution rights;
(c) Expiration of the term specified in Section 1.6;
(d) Occurrence of an event specified in Section 1.6;
(e) Dissociation of all General Partners unless:

• Within [____] days, Partners agree to continue and appoint a new General Partner;
  (f) Entry of a judicial decree of dissolution under RCW 25.10.576.

12.2 Judicial Dissolution

Pursuant to RCW 25.10.576, a court may dissolve the Partnership upon application by:

(a) A Partner, if:

• It is not reasonably practicable to carry on Partnership activities;
• Another Partner's conduct materially and adversely affects the Partnership;
  (b) A transferee, if it is equitable to dissolve.

12.3 Winding Up

Pursuant to RCW 25.10.581:

(a) Upon dissolution, the Partnership continues for the purpose of winding up;
(b) The General Partner(s) shall wind up Partnership affairs, unless:

• No General Partner remains, in which case the Limited Partners shall appoint a person to wind up;

• A court appoints a person to wind up;
  (c) Persons winding up may:

• Collect Partnership assets;

• Dispose of and transfer Partnership property;
• Discharge Partnership liabilities;
• Distribute remaining assets to Partners;
• Do all other acts necessary to wind up.

12.4 Distribution Upon Dissolution

Upon dissolution and after payment of all debts and obligations, assets shall be distributed in the following order:

(a) First, to creditors, including Partners who are creditors;
(b) Second, to Partners and former Partners for unpaid distributions;
(c) Third, to Partners for capital contributions;
(d) Fourth, to Partners in accordance with their Percentage Interests.

12.5 Statement of Termination

Upon completion of winding up, the General Partner(s) or person(s) winding up shall file a Statement of Termination with the Washington Secretary of State pursuant to RCW 25.10.221.

12.6 Articles of Dissolution

The articles of dissolution shall state:

(a) The name of the Partnership;
(b) That the Partnership is dissolved;
(c) The effective date of dissolution;
(d) Any other information required by the Secretary of State.

ARTICLE XIII: TAX MATTERS

13.1 Tax Classification

The Partnership intends to be classified as a partnership for federal and Washington state income tax purposes and shall not elect to be classified as a corporation or association.

13.2 Tax Matters Partner / Partnership Representative

(a) The following individual is designated as the Partnership Representative for federal tax purposes:

Name: [________________________________]
Address: [________________________________]

(b) The Partnership Representative shall:

• Receive notices from taxing authorities;
• Make elections and take actions on behalf of the Partnership;
• Keep Partners informed of tax matters;
• Elect out of centralized partnership audit rules if eligible.

13.3 Tax Elections

The Partnership shall make the following elections:

☐ Section 754 election to adjust basis of Partnership property
☐ Election to use specific accounting method: [________________________________]
☐ Election to use specific inventory method: [________________________________]
☐ Other elections: [________________________________]

13.4 Tax Returns

(a) The Partnership shall file all required federal, state, and local tax returns;
(b) The Partnership shall provide Schedule K-1s to Partners by March 15 of each year;
(c) Partners shall provide necessary tax information to the Partnership within [____] days of request.

13.5 Washington State Taxes

(a) The Partnership shall comply with all Washington state tax requirements;
(b) Washington does not impose a state income tax on individuals, but the Partnership may be subject to:

• Business and Occupation (B&O) Tax;
• Sales and Use Tax;
• Other applicable state and local taxes.

13.6 Withholding

The Partnership shall withhold taxes as required by law from distributions to Partners.

ARTICLE XIV: WASHINGTON-SPECIFIC PROVISIONS

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, including the Washington Uniform Limited Partnership Act (RCW Chapter 25.10) and the Uniform Business Organizations Code (RCW Chapter 23.95).

14.2 Nonwaivable Provisions

Pursuant to RCW 25.10.081, this Agreement may not:

(a) Vary the Partnership's power to sue, be sued, or defend in its own name;
(b) Vary the law applicable to the Partnership;
(c) Eliminate the duty of loyalty, though specific activities may be identified and approved;
(d) Unreasonably reduce the duty of care;
(e) Eliminate the obligation of good faith and fair dealing;
(f) Unreasonably restrict the right to information under RCW 25.10.331 or 25.10.431;
(g) Vary the power of a court to decree dissolution under RCW 25.10.576.

14.3 Registered Agent Requirements

Pursuant to RCW 25.10.121 and Article 4 of RCW Chapter 23.95:

(a) The Partnership shall continuously maintain a registered agent in Washington;
(b) The registered agent shall be:

• A Washington resident individual; or
• A domestic or foreign entity authorized to do business in Washington;
  (c) The Partnership shall update registered agent information as required.

14.4 Name Requirements

Pursuant to Article 3 of RCW Chapter 23.95:

(a) The Partnership name must contain "Limited Partnership," "L.P.," or "LP";
(b) If the Partnership is an LLLP, the name must contain "Limited Liability Limited Partnership," "L.L.L.P.," or "LLLP";
(c) The name must be distinguishable from other business names on file with the Secretary of State.

14.5 Certificate Amendments

The Certificate of Limited Partnership shall be amended when:

(a) There is a change in the name of the Partnership;
(b) There is a change in the registered agent;
(c) A General Partner is added or removed;
(d) The Partnership converts to or from an LLLP;
(e) Required by RCW 25.10.211.

14.6 Venue and Jurisdiction

Any action arising under this Agreement shall be brought in the Superior Court of [________________________________] County, Washington, or the United States District Court for the [________________________________] District of Washington.

14.7 Community Property

Washington is a community property state. Partners acknowledge that:

(a) A married Partner's interest may be community property;
(b) Spouse consent may be required for certain transfers;
(c) The Partnership is not responsible for determining community property status.

ARTICLE XV: GENERAL PROVISIONS

15.1 Amendments

This Agreement may be amended only by:

☐ Unanimous written consent of all Partners
☐ Written consent of Partners holding [____]% of Partnership interests
☐ Written consent of all General Partners and Limited Partners holding [____]% of Limited Partner interests

15.2 Entire Agreement

This Agreement constitutes the entire agreement among the Partners regarding the Partnership and supersedes all prior agreements, understandings, and negotiations.

15.3 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, successors, and permitted assigns.

15.5 Notices

All notices required under this Agreement shall be in writing and delivered:

☐ By personal delivery
☐ By certified mail, return receipt requested
☐ By overnight courier
☐ By email to addresses on file

to the addresses set forth herein or as subsequently provided.

15.6 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing. No waiver shall constitute a waiver of any other provision or a continuing waiver.

15.7 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement.

15.8 Headings

Article and section headings are for convenience only and shall not affect interpretation of this Agreement.

15.9 Construction

This Agreement shall be construed without regard to which party drafted it. The rule of construction that ambiguities are resolved against the drafting party shall not apply.

15.10 Dispute Resolution

Disputes arising under this Agreement shall be resolved as follows:

☐ Mediation: Partners shall first attempt to resolve disputes through mediation with a mediator agreed upon by the parties;

☐ Arbitration: Disputes not resolved through mediation shall be submitted to binding arbitration in accordance with the rules of: [________________________________];

☐ Litigation: Disputes shall be resolved through litigation in Washington courts.

15.11 Attorneys' Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

ARTICLE XVI: REPRESENTATIONS AND WARRANTIES

16.1 General Partner Representations

Each General Partner represents and warrants that:

(a) They have full power and authority to execute this Agreement and perform their obligations;
(b) Execution and performance will not violate any agreement to which they are a party;
(c) They are not subject to any court order or judgment that would prevent performance;
(d) All information provided to the Partnership is true and accurate.

16.2 Limited Partner Representations

Each Limited Partner represents and warrants that:

(a) They have full power and authority to execute this Agreement;
(b) They are acquiring their interest for investment purposes and not for distribution;
(c) They have received and reviewed all information necessary to make an informed investment decision;
(d) They understand the risks of investment in the Partnership;
(e) They can afford to lose their entire investment;
(f) They are an "accredited investor" as defined in SEC Regulation D (if applicable): ☐ Yes ☐ No

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the Effective Date first written above.

GENERAL PARTNER(S):

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Date: [__/__/____]

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Date: [__/__/____]

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Date: [__/__/____]

LIMITED PARTNER(S):

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Date: [__/__/____]

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Date: [__/__/____]

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Date: [__/__/____]

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Date: [__/__/____]

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Date: [__/__/____]

EXHIBIT A: PARTNER INFORMATION

General Partners

Limited Partners

EXHIBIT B: DESCRIPTION OF NON-CASH CONTRIBUTIONS

EXHIBIT C: CERTIFICATE OF LIMITED PARTNERSHIP

STATE OF WASHINGTON
SECRETARY OF STATE

CERTIFICATE OF LIMITED PARTNERSHIP

Pursuant to RCW 25.10.201, the undersigned hereby certify:

1. Name of Limited Partnership:
[________________________________], LP

2. Registered Agent:
Name: [________________________________]
Street Address: [________________________________]
Mailing Address: [________________________________]

3. General Partner(s):

4. Limited Liability Limited Partnership:

☐ This limited partnership IS a Limited Liability Limited Partnership (LLLP)
☐ This limited partnership is NOT a Limited Liability Limited Partnership

5. Effective Date:

☐ Upon filing
☐ Delayed effective date: [__/__/____]

Executed this [____] day of [________________], 20[____].

General Partner Signature: [________________________________]
Printed Name: [________________________________]

General Partner Signature: [________________________________]
Printed Name: [________________________________]

This template is provided for informational purposes only and does not constitute legal advice. The formation of a limited partnership involves complex legal and tax considerations. You should consult with a Washington-licensed attorney and tax professional before forming a limited partnership or executing this Agreement.