reglab/housing_qa huggingface dataset:
WA Rev Code § 25.05.255 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.255 - Dissociated partner's power to bind and liability to partnership.

RCW 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 partnership under article 9 of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under RCW 25.05.100 before dissociation only if at the time of entering into the transaction the other party:(a) Reasonably believed that the dissociated partner was then a partner;(b) Did not have notice of the partner's dissociation; and(c) Is not deemed to have had knowledge under RCW 25.05.110(3) or notice under RCW 25.05.265(3).(2) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1) of this section.[ 1998 c 103 § 702.]
WA Rev Code § 25.05.260 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.260 - Dissociated partner's liability to other persons.

RCW 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 for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2) of this section.(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under article 9 of this chapter, within two years after the partner's dissociation, only if the partner is liable for the obligation under RCW 25.05.125 and at the time of entering into the transaction the other party:(a) Reasonably believed that the dissociated partner was then a partner;(b) Did not have notice of the partner's dissociation; and(c) Is not deemed to have had knowledge under RCW 25.05.110(3) or notice under RCW 25.05.265(3).(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.(4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.[ 1998 c 103 § 703.]
WA Rev Code § 25.05.265 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.265 - Statement of dissociation.

RCW 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 from the partnership.(2) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of RCW 25.05.110 (2) and (3).(3) For the purposes of RCW 25.05.255(1)(c) and 25.05.260(2)(c), a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.[ 1998 c 103 § 704.]
WA Rev Code § 25.05.270 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.270 - Continued use of partnership name.

RCW 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 dissociated partner liable for an obligation of the partners or the partnership continuing the business.[ 1998 c 103 § 705.]
WA Rev Code § 25.05.300 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.300 - Events causing dissolution and winding up of partnership business.

RCW 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 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 that partner's express will to withdraw as a partner, or on a later date specified by the partner;(2) In a partnership for a definite term or particular undertaking:(a) Within ninety days after a partner's dissociation by death or otherwise under RCW 25.05.225 (6) through (10) or wrongful dissociation under RCW 25.05.230(2) if a majority of the remaining partners decide to wind up the partnership business, and for purposes of this subsection a partner's rightful dissociation pursuant to RCW 25.05.230(2)(b)(i) constitutes the expression of that partner's will to wind up the partnership business;(b) The express will of all of the partners to wind up the partnership business; or(c) The expiration of the term or the completion of the undertaking;(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;(5) On application by a partner, a judicial determination that:(a) The economic purpose of the partnership is likely to be unreasonably frustrated;(b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or(6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.[ 1998 c 103 § 801.]
WA Rev Code § 25.05.305 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.305 - Partnership continues after dissolution.

RCW 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 terminated when the winding up of its business is completed.(2) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:(a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and(b) The rights of a third party accruing under RCW 25.05.315(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.[ 1998 c 103 § 802.]
WA Rev Code § 25.05.310 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.310 - Right to wind up partnership business.

RCW 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 legal representative, or transferee, the superior court, for good cause shown, may order judicial supervision of the winding up.(2) The legal representative of the last surviving partner may wind up a partnership's business.(3) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to RCW 25.05.330, settle disputes by mediation or arbitration, and perform other necessary acts.[ 1998 c 103 § 803.]
WA Rev Code § 25.05.315 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.315 - Partner's power to bind partnership after dissolution.

RCW 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(2) Would have bound the partnership under RCW 25.05.100 before dissolution, if the other party to the transaction did not have notice of the dissolution.[ 1998 c 103 § 804.]
WA Rev Code § 25.05.320 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.320 - Statement of dissolution.

RCW 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 partnership has dissolved and is winding up its business.(2) A statement of dissolution cancels all previously filed statements of partnership authority.(3) For the purposes of RCW 25.05.100 and 25.05.315, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.(4) After filing a statement of dissolution, a dissolved partnership may file a statement of partnership authority which will operate with respect to a person not a partner as provided in RCW 25.05.110 (2) and (3) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.[ 1998 c 103 § 805.]
WA Rev Code § 25.05.325 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.325 - Partner's liability to other partners after dissolution.

RCW 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 of any partnership liability incurred under RCW 25.05.315.(2) A partner who, with knowledge of the dissolution, incurs a partnership liability under RCW 25.05.315(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.[ 1998 c 103 § 806.]
WA Rev Code § 25.05.330 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.330 - Settlement of accounts and contributions among partners.

RCW 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 to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2) of this section.(2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, except, in the case of a limited liability partnership the partner shall make such contribution only to the extent of his or her share of any unpaid partnership obligations for which the partner has personal liability under RCW 25.05.125.(3) If a partner fails to contribute the full amount required under subsection (2) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under RCW 25.05.125. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under RCW 25.05.125.(4) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under RCW 25.05.125.(5) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.(6) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.[ 1998 c 103 § 807.]
WA Rev Code § 25.05.350 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.350 - Definitions.

RCW 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 and a general partner in a limited partnership.(2) "Limited partner" means a limited partner in a limited partnership.(3) "Limited partnership" means a limited partnership created under the Washington uniform limited partnership act, predecessor law, or comparable law of another jurisdiction.(4) "Partner" includes both a general partner and a limited partner.[ 1998 c 103 § 901.]
WA Rev Code § 25.05.355 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.355 - Conversion of partnership to limited partnership.

RCW 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 to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.(3) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:(a) A statement that the partnership was converted to a limited partnership from a partnership;(b) Its former name; and(c) A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.(4) If the partnership was converted to a domestic limited partnership, the certificate must also include:(a) The name of the limited partnership;(b) The address of the office for records and the name and address of the registered agent for service of process designated in accordance with Article 4 of chapter 23.95 RCW;(c) The name and the geographical and mailing address of each general partner;(d) The latest date upon which the limited partnership is to dissolve; and(e) Any other matters the general partners determine to include therein.(5) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate in accordance with RCW 23.95.210.(6) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Washington uniform limited partnership act.[ 2015 c 176 § 5105; 2009 c 188 § 1405; 1998 c 103 § 902.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Effective date—2009 c 188: See note following RCW 23B.11.080.
WA Rev Code § 25.05.360 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.360 - Conversion of limited partnership to partnership.

RCW 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 agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.(3) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.(4) The conversion takes effect when the certificate of limited partnership is canceled.(5) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in RCW 25.05.125, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.[ 1998 c 103 § 903.]
WA Rev Code § 25.05.365 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.365 - Effect of conversion—Entity unchanged.

RCW 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 conversion.(2) When a conversion takes effect:(a) All property owned by the converting partnership or limited partnership remains vested in the converted entity;(b) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and(c) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.[ 1998 c 103 § 904.]
WA Rev Code § 25.05.370 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.370 - Merger of partnerships.

RCW 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 to a plan of merger approved or adopted as provided in RCW 25.05.375.(2) The plan of merger must set forth:(a) The name of each partnership, limited liability company, limited partnership, and corporation planning to merge and the name of the surviving partnership, limited liability company, limited partnership, or corporation into which the other partnership, limited liability company, limited partnership, or corporation plans to merge;(b) The terms and conditions of the merger; and(c) The manner and basis of converting the interests of each member of each limited liability company, the partnership interests in each partnership and each limited partnership, and the shares of each corporation party to the merger into the interests, shares, obligations, or other securities of the surviving or any other partnership, limited liability company, limited partnership, or corporation or into cash or other property in whole or part.(3) The plan of merger may set forth:(a) Amendments to the certificate of formation of the surviving limited liability company;(b) Amendments to the certificate of limited partnership of the surviving limited partnership;(c) Amendments to the articles of incorporation of the surviving corporation; and(d) Other provisions relating to the merger.(4) If the plan of merger does not specify a delayed effective date, it shall become effective upon the filing of articles of merger as provided in RCW 23.95.210. A plan of merger may specify a delayed effective time and date in accordance with RCW 23.95.210.[ 2015 c 176 § 5106; 1998 c 103 § 905.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.05.375 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.05 - Revised Uniform Partnership Act.|25.05.375 - Merger—Plan—Approval.

RCW 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 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 shall be adopted and approved as provided in RCW 25.10.781.(3) If a domestic limited liability company is a party to the merger, the plan of merger shall be adopted and approved as provided in RCW 25.15.421.(4) If a domestic corporation is a party to the merger, the plan of merger shall be adopted and approved as provided in chapter 23B.11 RCW.[ 2015 c 188 § 113; 2009 c 188 § 1406; 1998 c 103 § 906.]NOTES:Effective date—2015 c 188: See RCW 25.15.903.Effective date—2009 c 188: See note following RCW 23B.11.080.