reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.015 - Effect of partnership agreement—Nonwaivable provisions.

RCW 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 the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(2) The partnership agreement may not:
(a) Vary the rights and duties under RCW 25.05.025 except to eliminate the duty to provide copies of statements to all of the partners;
(b) Unreasonably restrict the right of access to books and records under RCW 25.05.160(2);
(c) Eliminate the duty of loyalty under RCW 25.05.165(2) or 25.05.235(2)(c), but, if not manifestly unreasonable:
(i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty; or
(ii) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(d) Unreasonably reduce the duty of care under RCW 25.05.165(3) or 25.05.235(2)(c);
(e) Eliminate the obligation of good faith and fair dealing under RCW 25.05.165(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(f) Vary the power to dissociate as a partner under RCW 25.05.230(1), except to require the notice under RCW 25.05.225(1) to be in writing;
(g) Vary the right of a court to expel a partner in the events specified in RCW 25.05.225(5);
(h) Vary the requirement to wind up the partnership business in cases specified in RCW 25.05.300 (4), (5), or (6);
(i) Vary the law applicable to a limited liability partnership under RCW 25.05.030(2); or
(j) Restrict rights of third parties under this chapter.
[ 1998 c 103 § 103.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.020 - Supplemental principles of law.

RCW 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 arises under this chapter and the rate is not specified, the rate is that specified in RCW 19.52.010(1).
[ 1998 c 103 § 104.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.025 - Delivery and filing of statements.

RCW 25.05.025
Delivery and filing of statements.
(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 in accordance with Article 2 of chapter 23.95 RCW. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.
(2) A statement delivered by a partnership to the secretary of state for filing must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person shall personally declare under penalty of perjury that the contents of the statement are accurate.
(3) A person authorized by this chapter to deliver a statement to the secretary of state for filing may amend or cancel the statement by delivering to the secretary of state for filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(4) A person who delivers a statement to the secretary of state for filing shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
[ 2015 c 176 § 5102; 1998 c 103 § 105.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.030 - Governing law.

RCW 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 governs relations among the partners and the partnership.
(2) The law of this state governs relations among the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
[ 1998 c 103 § 106.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.035 - Partnership subject to amendment or repeal of chapter.

RCW 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.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.050 - Partnership as entity.

RCW 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 filing of an application under RCW 25.05.500(2).
[ 2000 c 169 § 10; 1998 c 103 § 201.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.055 - Formation of partnership.

RCW 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 for profit forms a partnership, whether or not the persons intend to form a partnership.
(2) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(3) In determining whether a partnership is formed, the following rules apply:
(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property;
(b) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived; and
(c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i) Of a debt by installments or otherwise;
(ii) For services as an independent contractor or of wages or other compensation to an employee;
(iii) Of rent;
(iv) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi) For the sale of the goodwill of a business or other property by installments or otherwise.
[ 1998 c 103 § 202.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.065 - When property is partnership property.

RCW 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 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 is an indication of the name of the partnership.
(2) Property is acquired in the name of the partnership by a transfer to:
(a) The partnership in its name; or
(b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(3) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of 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.
(4) Property acquired in the name of one or more of the partners, without 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 and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
[ 1998 c 103 § 204.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.100 - Partner agent of partnership.

RCW 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 of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
[ 1998 c 103 § 301.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.105 - Transfer of partnership property.

RCW 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 in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name;
(b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held; or
(c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(2) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under RCW 25.05.100, and:
(a) As to a subsequent transferee who gave value for property transferred under subsection (1)(a) and (b) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(b) As to a transferee who gave value for property transferred under subsection (1)(c) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (2) of this section, from any earlier transferee of the property.
(4) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
[ 1998 c 103 § 302.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.110 - Statement of partnership authority.

RCW 25.05.110
Statement of partnership authority.
(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 state the names of all of the partners, the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership, the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
(2) A grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person not a partner who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in a subsequently filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
(3) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if the limitation is contained in a filed statement of partnership authority.
(4) Except as otherwise provided in subsection (3) of this section and RCW 25.05.265 and 25.05.320, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
(5) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five years after the date on which the statement, or the most recent amendment, was filed by the secretary of state.
[ 2015 c 176 § 5103; 1998 c 103 § 303.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.115 - Statement of denial.

RCW 25.05.115
Statement of denial.
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 authority or status as a partner. A statement of denial is a limitation on authority as provided in RCW 25.05.110 (2) and (3).
[ 2015 c 176 § 5104; 1998 c 103 § 304.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.120 - Partnership liable for partner's actionable conduct.

RCW 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 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) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
[ 1998 c 103 § 305.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.125 - Partner's liability.

RCW 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 the partnership unless otherwise agreed by the claimant or provided by law.
(2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(3) Except as otherwise provided in subsection (4) of this section, an obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed, in the case of a limited liability partnership in existence on June 11, 1998, and, in the case of a partnership becoming a limited liability partnership after June 11, 1998, immediately before the vote required to become a limited liability partnership under RCW 25.05.500(1).
(4) If the partners of a limited liability partnership or a foreign limited liability partnership are required to be licensed to provide professional services as defined in RCW 18.100.030, and the partnership fails to maintain for itself and for its members practicing in this state a policy of professional liability insurance, bond, deposit in trust, bank escrow of cash, bank certificates of deposit, United States treasury obligations, bank letter of credit, insurance company bond, or other evidence of financial responsibility of a kind designated by rule by the state insurance commissioner and in the amount of at least one million dollars or such greater amount, not to exceed three million dollars, as the state insurance commissioner may establish by rule for a licensed profession or for any specialty within a profession, taking into account the nature and size of the businesses within the profession or specialty, then the partners shall be personally liable to the extent that, had such insurance, bond, deposit in trust, bank escrow of cash, bank certificates of deposit, United States treasury obligations, bank letter of credit, insurance company bond, or other evidence of responsibility been maintained, it would have covered the liability in question.
[ 1998 c 103 § 306.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.130 - Actions by and against partnership and partners.

RCW 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 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 partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(4) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under RCW 25.05.125, and:
(a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b) The partnership is a debtor in bankruptcy;
(c) The partner has agreed that the creditor need not exhaust partnership assets;
(d) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(e) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(5) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under RCW 25.05.135.
[ 1998 c 103 § 307.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.135 - Liability of purported partner.

RCW 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 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, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(2) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(3) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(4) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
(5) Except as otherwise provided in subsections (1) and (2) of this section, persons who are not partners as to each other are not liable as partners to other persons.
[ 1998 c 103 § 308.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.150 - Partner's rights and duties.

RCW 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 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) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(6) Each partner has equal rights in the management and conduct of the partnership business.
(7) A partner may use or possess partnership property only on behalf of the partnership.
(8) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(9) A person may become a partner only with the consent of all of the partners.
(10) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(11) This section does not affect the obligations of a partnership to other persons under RCW 25.05.100.
[ 1998 c 103 § 401.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.160 - Partner's rights and duties with respect to information.

RCW 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 and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(3) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(a) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and
(b) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
[ 1998 c 103 § 403.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.165 - General standards of partner's conduct.

RCW 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 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 following:
(a) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(b) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(3) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(4) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(5) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(6) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(7) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
[ 1998 c 103 § 404.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.170 - Actions by partnership and partners.

RCW 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 the partnership, causing harm to the partnership.
(2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(a) Enforce the partner's rights under the partnership agreement;
(b) Enforce the partner's rights under this chapter, including:
(i) The partner's rights under RCW 25.05.150, 25.05.160, or 25.05.165;
(ii) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to RCW 25.05.250 or enforce any other right under article 6 or 7 of this chapter; or
(iii) The partner's right to compel a dissolution and winding up of the partnership business under RCW 25.05.300 or enforce any other right under article 8 of this chapter; or
(c) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(3) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
[ 1998 c 103 § 405.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.175 - Continuation of partnership beyond definite term or particular undertaking.

RCW 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 of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(2) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
[ 1998 c 103 § 406.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.200 - Partner not co-owner of partnership property.

RCW 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 103 § 501.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.205 - Partner's transferable interest in partnership.

RCW 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 right to receive distributions. The interest is personal property.
[ 1998 c 103 § 502.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.210 - Transfer of partner's transferable interest.

RCW 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 the partner's dissociation or a dissolution and winding up of the partnership business; and
(c) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(2) A transferee of a partner's transferable interest in the partnership has a right:
(a) To receive, in accordance with the transfer, allocations of profits and losses of the partnership and distributions to which the transferor would otherwise be entitled;
(b) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(c) To seek under RCW 25.05.300(6) a judicial determination that it is equitable to wind up the partnership business.
(3) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(4) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in profits and losses of the partnership and distributions transferred.
(5) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.
(6) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
[ 1998 c 103 § 503.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.215 - Partner's transferable interest subject to charging order.

RCW 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 the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(2) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(3) At any time before foreclosure, an interest charged may be redeemed:
(a) By the judgment debtor;
(b) With property other than partnership property, by one or more of the other partners; or
(c) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
(4) This chapter does not deprive a partner of a right under exemption laws with respect to the interest in the partnership.
(5) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
[ 1998 c 103 § 504.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.230 - Partner's power to dissociate—Wrongful dissociation.

RCW 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 is wrongful only if:
(a) It is in breach of an express provision of the partnership agreement; or
(b) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(i) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under RCW 25.05.225 (6) through (10) or wrongful dissociation under this subsection;
(ii) The partner is expelled by judicial determination under RCW 25.05.225(5);
(iii) The partner is dissociated as the result of an event described in RCW 25.05.225(6); or
(iv) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(3) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
[ 1998 c 103 § 602.]
2023 Revised Code of Washington › Title 25 - Partnerships › Chapter 25.05 - Revised Uniform Partnership Act. › 25.05.235 - Effect of partner's dissociation.

RCW 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 of this chapter applies.
(2) Upon a partner's dissociation:
(a) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in RCW 25.05.310;
(b) The partner's duty of loyalty under RCW 25.05.165(2)(c) terminates; and
(c) The partner's duty of loyalty under RCW 25.05.165(2) (a) and (b) and duty of care under RCW 25.05.165(3) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to RCW 25.05.310.
[ 1998 c 103 § 603.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]