[WSBARP] LLPs (sort of RE related)

[Rich Holland]

LLP owns two lots (A&B) and has two partners.  Mutually, one partner wants to leave the LLP and develop Lot B himself.  Remaining partner wants to develop Lot A still with the LLP.  Now my immediate reaction was that such an action would lead to a dissolution of the partnership as you can't have a partnership with just one partner.  However, I was reading RCW 25.10 (the Uniform Partnership Act adopted by WA) and 25.10.111 is about "Dual Capacity" stating that "a person may be both a general partner and a limited partner".  Setting aside that I find that nonsensical, has anyone run into cases where an LLP is just one individual acting with such a dual capacity?  And, even if we presume that one can, is there any way around the fact that the departure of even a limited partner technically requires a dissolution of the LLP?

Again, this isn't specifically real estate, but with the nature of developing real estate I was hoping there was someone who might have run into a similar situation before.

Sincerely,

Richard L. Holland

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