Revised Code of Washington - RCW Title 25 Partnerships - Chapter 25.05 Revised Uniform Partnership Act

25.05.005 Definitions
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 ...

25.05.010 Knowledge and notice
(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: ...

25.05.015 Effect of partnership agreement -- Nonwaivable provisions
(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 ...

25.05.020 Supplemental principles of law
(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 ...

25.05.025 Execution and filing of statements
(1) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an ...

25.05.030 Governing law
(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 ...

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

25.05.050 Partnership as entity
(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 ...

25.05.055 Formation of partnership
(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 ...

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

25.05.065 When property is partnership property
(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 ...

25.05.100 Partner agent of partnership
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 ...

25.05.105 Transfer of partnership property
(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 ...

25.05.110 Statement of partnership authority
(1) A partnership may file a statement of partnership authority, which: (a) Must include: (i) The name of the partnership; and (ii) The street address ...

25.05.115 Statement of denial
A partner, or other person named as a partner in a filed statement of partnership authority, may file a statement of denial stating the name ...

25.05.120 Partnership liable for partner's actionable conduct
(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 ...

25.05.125 Partner's liability
(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 ...

25.05.130 Actions by and against partnership and partners
(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 ...

25.05.135 Liability of purported partner
(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 ...

25.05.150 Partner's rights and duties
(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 ...

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

25.05.160 Partner's rights and duties with respect to information
(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 ...

25.05.165 General standards of partner's conduct
(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 ...

25.05.170 Actions by partnership and partners
(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 ...

25.05.175 Continuation of partnership beyond definite term or particular undertaking
(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 ...

25.05.200 Partner not co-owner of partnership property
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 ...

25.05.205 Partner's transferable interest in partnership
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 ...

25.05.210 Transfer of partner's transferable interest
(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 ...

25.05.215 Partner's transferable interest subject to charging order
(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 ...

25.05.225 Events causing partner's dissociation
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 ...

25.05.230 Partner's power to dissociate -- Wrongful dissociation
(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 ...

25.05.235 Effect of partner's dissociation
(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 ...

25.05.250 Purchase of dissociated partner's interest
(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 ...

25.05.255 Dissociated partner's power to bind and liability to partnership
(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 ...

25.05.260 Dissociated partner's liability to other persons
(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 ...

25.05.265 Statement of dissociation
(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 ...

25.05.270 Continued use of partnership name
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 ...

25.05.300 Events causing dissolution and winding up of partnership business
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 ...

25.05.305 Partnership continues after dissolution
(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 ...

25.05.310 Right to wind up partnership business
(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 ...

25.05.315 Partner's power to bind partnership after dissolution
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 ...

25.05.320 Statement of dissolution
(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 ...

25.05.325 Partner's liability to other partners after dissolution
(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 ...

25.05.330 Settlement of accounts and contributions among partners
(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 ...

25.05.350 Definitions
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 ...

25.05.355 Conversion of partnership to limited partnership
(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 ...

25.05.360 Conversion of limited partnership to partnership
(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 ...

25.05.365 Effect of conversion -- Entity unchanged
(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 ...

25.05.370 Merger of partnerships
(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 ...

25.05.375 Merger -- Plan -- Approval
(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 ...

25.05.380 Articles of merger -- Filing
(1) Except as otherwise provided in subsection (2) of this section, after a plan of merger is approved or adopted, the surviving partnership, limited liability ...

25.05.385 Effect of merger
(1) When a merger takes effect: (a) Every other partnership, limited liability company, limited partnership, or corporation that is party to the merger merges into ...

25.05.390 Merger -- Foreign and domestic
(1) One or more foreign partnerships, foreign limited liability companies, foreign limited partnerships, and foreign corporations may merge with one or more domestic partnerships, domestic ...

25.05.395 Nonexclusive
This article is not exclusive. Partnerships, limited partnerships, limited liability companies, or corporations may be converted or merged in any other manner provided by law.[1998 ...

25.05.420 Definitions
The definitions in this section apply throughout this article, unless the context clearly requires otherwise. (1) "Partnership" means the domestic partnership in which the dissenter ...

25.05.425 Partner -- Dissent -- Payment of fair value
(1) Except as provided in RCW 25.05.435 or 25.05.445(2), a partner in a domestic partnership is entitled to dissent from, and obtain payment of the ...

25.05.430 Dissenters' rights -- Notice -- Timing
(1) Not less than ten days prior to the approval of a plan of merger, the partnership must send a written notice to all partners ...

25.05.435 Partner -- Dissent -- Voting restriction
A partner of a partnership who is entitled to vote on or approve the plan of merger and who wishes to assert dissenters' rights must ...

25.05.440 Partners -- Dissenters' notice -- Requirements
(1) If the plan of merger is approved, the partnership shall deliver a written dissenters' notice to all partners who satisfied the requirements of RCW ...

25.05.445 Partner -- Payment demand -- Entitlement
(1) A partner who demands payment retains all other rights of a partner in the partnership until the proposed merger becomes effective. (2) A partner ...

25.05.450 Partners' interests -- Transfer restriction
The partnership agreement may restrict the transfer of partners' interests in the partnership from the date the demand for their payment is received until the ...

25.05.455 Payment of fair value -- Requirements for compliance
(1) Within thirty days of the later of the date the proposed merger becomes effective, or the payment demand is received, the partnership shall pay ...

25.05.460 Merger -- Not effective within sixty days -- Transfer restrictions
(1) If the proposed merger does not become effective within sixty days after the date set for demanding payment, the partnership shall release any transfer ...

25.05.465 Dissenter's estimate of fair value -- Notice
(1) A dissenting partner may notify the partnership in writing of the dissenter's own estimate of the fair value of the dissenter's interest in the ...

25.05.470 Unsettled demand for payment -- Proceeding -- Parties -- Appraisers
(1) If a demand for payment under RCW 25.05.445 remains unsettled, the partnership shall commence a proceeding within sixty days after receiving the payment demand ...

25.05.475 Unsettled demand for payment -- Costs -- Fees and expenses of counsel
(1) The court in a proceeding commenced under RCW 25.05.470 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers ...

25.05.500 Formation -- Registration -- Application -- Fee -- Forms
(1) A partnership which is not a limited liability partnership on June 11, 1998, may become a limited liability partnership upon the approval of the ...

25.05.505 Name
The name of a limited liability partnership shall contain the words "limited liability partnership" or the abbreviation "L.L.P." or "LLP" as the last words or ...

25.05.510 Rendering professional services
(1) A person or group of persons licensed or otherwise legally authorized to render professional services, as defined in RCW 18.100.030, within this state may ...

25.05.550 Law governing foreign limited liability partnership
(1) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and, ...

25.05.555 Statement of foreign qualification
Before transacting business in this state, a foreign limited liability partnership must register with the secretary of state under this chapter in the same manner ...

25.05.560 Effect of failure to qualify
(1) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in ...

25.05.565 Activities not constituting transacting business
(1) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include: (a) Maintaining, defending, or ...

25.05.570 Action by attorney general
The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this chapter.[1998 ...

25.05.901 Dates of applicability
(1) Before January 1, 1999, this chapter governs only a partnership formed: (a) After June 11, 1998, unless that partnership is continuing the business of ...

25.05.902 Establishment of filing fees and miscellaneous charges -- Secretary of state
(1) The secretary of state shall adopt rules establishing fees which shall be charged and collected for: (a) Filing of a statement; (b) Filing of ...

25.05.903 Authority to adopt rules--Secretary of state
The secretary of state shall adopt such rules as are necessary to implement the keeping of records required by this chapter.[1998 c 103 § 1307.] ...

25.05.904 Uniformity of application and construction -- 1998 c 103
This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act ...

25.05.905 Short title -- 1998 c 103
This chapter may be cited as the Washington revised uniform partnership act.[1998 c 103 § 1302.] ...

25.05.906 Severability clause -- 1998 c 103
If any provision of this act or its application to any person or circumstance is held invalid, the remainder of the act or the application ...

25.05.907 Savings clause -- 1998 c 103
This act does not affect an action or proceeding commenced or right accrued before June 11, 1998.[1998 c 103 § 1305.] ...