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Closing a Limited Partnership

To close or dissolve a Washington Limited Partnership (LP,LLLP) please refer to the following or use the forms to the right of this page for domestic (Washington) limited partnerships:

RCW 25.10.221 - Statement of Termination (Washington)

A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states:

     (1) The name of the limited partnership;
     (2) The date of filing of its initial certificate of limited partnership; and
     (3) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to RCW 25.10.581 (3) or (4).

RCW 25.10.271 - Cancellation of Certificate of Authority (non-Washington)

(1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under RCW 25.10.251.
     (2) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
     (3) The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.
     (4) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this state without a certificate of authority.
     (5) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.