Washington · statute · Wash. Rev. Code ch. 25.05 · 86 active provisions
ARTICLE 1 GENERAL PROVISIONS 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 the United St…
(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 person notifies or gives a notification to…
(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 p…
(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).
(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 2…
(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…
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
ARTICLE 2 NATURE OF PARTNERSHIP (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).
(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,…
Property acquired by a partnership is property of the partnership and not of the partners individually.
(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 par…
ARTICLE 3 RELATIONS OF PARTNERS TO PERSONS DEALING WITH 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, fo…
(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 he…
(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, t…
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…
(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…
(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…
(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…
(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…
ARTICLE 4 RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (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 part…
A partner has no right to receive, and may not be required to accept, a distribution in kind.
(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 w…
(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…
(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 accou…
(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…