Title 25 — Title 25 PARTNERSHIPS

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise:(1) "Business" includes every trade, occupation, and profession.(2) "Debtor in bankruptcy" means a person who is the subject of:(a) An order for relief under Title 11 of th…

(1) A person knows a fact if the person has actual knowledge of it.(2) A person has notice of a fact if the person:(a) Knows of it;(b) Has received a notification of it; or(c) Has reason to know it exists from all of the facts known to the person at the time in question.(3) A per…

(1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relati…

(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.(2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in RCW 19.52.010(1).[ 1998 c 103 s 104.…

(1) A statement may be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. A certified copy of a statement that is filed in an office in another state may be delivered to the office of the secretary of state for filing i…

(1) Except as otherwise provided in subsection (2) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and the partnership.(2) The law of this state governs relations among the partners and the pa…

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.[ 1998 c 103 s 107.]

(1) A partnership is an entity distinct from its partners.(2) A limited liability partnership continues to be the same entity that existed before the filing of an application under RCW 25.05.500(2).[ 2000 c 169 s 10; 1998 c 103 s 201.]

(1) Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.(2) An association formed under a statute other t…

Property acquired by a partnership is property of the partnership and not of the partners individually.[ 1998 c 103 s 203.]

(1) Property is partnership property if acquired in the name of:(a) The partnership; or(b) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership, whether or not there…

Subject to the effect of a statement of partnership authority under RCW 25.05.110:(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in …

(1) Partnership property may be transferred as follows:(a) Subject to the effect of a statement of partnership authority under RCW 25.05.110, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the part…

(1) A partnership may deliver to the secretary of state for filing a statement of partnership authority, which:(a) Must include:(i) The name of the partnership; and(ii) The street address of its chief executive office and of one office in this state, if there is one; and(b) May s…

A partner, or other person named as a partner in a filed statement of partnership authority, may deliver to the secretary of state for filing a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's author…

(1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.(2)…

(1) Except as otherwise provided in subsections (2), (3), and (4) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.(2) A person admitted as a partner into an existing p…

(1) A partnership may sue and be sued in the name of the partnership.(2) An action may be brought against the partnership and, to the extent not inconsistent with RCW 25.05.125, any or all of the partners in the same action or in separate actions.(3) A judgment against a partners…

(1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, rel…

(1) Each partner is deemed to have an account that is:(a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and(b) C…

A partner has no right to receive, and may not be required to accept, a distribution in kind.[ 1998 c 103 s 402.]

(1) A partnership shall keep its books and records, if any, at its chief executive office.(2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and r…

(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section.(2) A partner's duty of loyalty to the partnership and the other partners is limited to the fol…

(1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.(2) A partner may maintain an action against the partnership or another partner for legal or eq…

(1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so…

A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.[ 1998 c 103 s 501.]

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.[ 1998 c 103 s 502.]

(1) A transfer, in whole or in part, of a partner's transferable interest in the partnership:(a) Is permissible;(b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and(c) Does not, as against the other partners or t…

(1) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to becom…

A partner is dissociated from a partnership upon the occurrence of any of the following events:(1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner;(2) An event agreed to in the partnership agreemen…

(1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to RCW 25.05.225(1).(2) A partner's dissociation is wrongful only if:(a) It is in breach of an express provision of the partnership agreement; or(b) In the case of a partners…

(1) If a partner's dissociation results in a dissolution and winding up of the partnership business, article 8 of this chapter applies; otherwise, article 7 of this chapter applies.(2) Upon a partner's dissociation:(a) The partner's right to participate in the management and cond…

(1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under RCW 25.05.300, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pu…

(1) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, is bound by an act of the dissociated partner which would have bound th…

(1) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2…

(1) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.(2) A statement of dissociation is a limitation on the authority of a dissociated partner for the purpose…

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.[ 1998 c 103 s 705.]

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:(1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under RCW 25.05.225 (2) through (10), of th…

(1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.(2) At any time after the dissolution of a partnership and befo…

(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the superior court, for good cause shown, may order judicial supervision…

Subject to RCW 25.05.320, a partnership is bound by a partner's act after dissolution that:(1) Is appropriate for winding up the partnership business; or(2) Would have bound the partnership under RCW 25.05.100 before dissolution, if the other party to the transaction did not have…

(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.(2) A statement of dissolution cancels all previously filed statements…

(1) Except as otherwise provided in subsection (2) of this section, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under RCW 25.05.315.(2) A partner who, with knowledge of the dissolution, incurs a partner…

(1) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any s…

The definitions in this article [section] apply throughout this article unless the context clearly requires otherwise:(1) "General partner" means a partner in a partnership and a general partner in a limited partnership.(2) "Limited partner" means a limited partner in a limited p…

(1) A partnership may be converted to a limited partnership pursuant to this section.(2) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partner…

(1) A limited partnership may be converted to a partnership pursuant to this section.(2) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of t…

(1) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.(2) When a conversion takes effect:(a) All property owned by the converting partnership or limited partnership remains …

(1) One or more domestic partnerships may merge with one or more domestic partnerships, domestic limited partnerships, domestic limited liability companies, or domestic corporations pursuant to a plan of merger approved or adopted as provided in RCW 25.05.375.(2) The plan of merg…

(1) Unless otherwise provided in the partnership agreement, approval of a plan of merger by a domestic partnership party to the merger shall occur when the plan is approved by all of the partners.(2) If a domestic limited partnership is a party to the merger, the plan of merger s…