25.10.611 - Administrative dissolution.

Administrative dissolution.

(1) The secretary of state may dissolve a limited partnership administratively if the limited partnership does not:

     (a) Within sixty days after the due date:

     (i) Pay any fee, tax, or penalty due to the secretary of state under this chapter or other law; or

     (ii) Deliver its annual report to the secretary of state;

     (b) Maintain a registered agent and registered office as required under RCW 25.10.121; or

     (c) Notify the secretary of state that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.

     (2) If the secretary of state determines that grounds exist for administratively dissolving a limited partnership, the secretary of state shall send notice of the grounds for dissolution to the limited partnership by first-class mail, postage prepaid.

     (3) If within sixty days after service of the copy the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, the secretary of state shall administratively dissolve the limited partnership. The secretary of state shall send the limited partnership a declaration of administrative dissolution stating the grounds for the dissolution.

     (4) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under RCW 25.10.581 and 25.10.621 and to notify claimants under RCW 25.10.596 and 25.10.601.

     (5) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process.

[2009 c 188 § 809.]